UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December ~~February 28~~31, ~~2022~~2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

0-55965

(Commission File Number)

flooidCX Corp.DBA Quantum Energy Corporation (Exact name of registrant as specified in its charter)

Nevada		35-2511643
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
1282 A Cornwall RoadOakville, Ontario Canada		L6J 7W5
3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169		89119
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 535-6643

Securities registered pursuant to Section 12(b) of the Act: None

Title ~~ofeach~~of each class Trading symbol(s) Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ ~~YES~~ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ ~~YES~~ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ NONo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ NONo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☐☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ ~~YES~~ Yes ☒ NONo

~~State~~The ~~the~~ aggregate market value of the ~~voting and non-voting~~ common ~~equity~~stock, ~~held~~par byvalue ~~non-affiliates~~$0.001 ~~computed~~per byshare ~~reference~~(“Common ~~to the price at which the common equity was last sold~~Stock”), orheld ~~the~~by ~~average~~non-affiliates ~~bid and asked price~~ of ~~such~~the ~~common~~registrant ~~equity,~~ as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2023) was $142,050,318.

The ~~aggregate~~Company ~~market~~had 49,166,697 ~~value~~shares of ~~the voting and non-voting~~ common ~~equity~~stock ~~held~~outstanding ~~by non-affiliates computed by reference to the price at which the common equity was sold~~ as of ~~August 31~~ April 10, ~~2021 was $413,376~~2025.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 2,020,871 shares of common stock are outstanding as of June 15, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: None

TABLE OF CONTENTS

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	108
Item 1B.	Unresolved Staff Comments	268
Item 2.	Properties	26
Item 1C.	Cybersecurity	8
Item 3.	Legal Proceedings	26
Item 2.	Properties	9
Item 4.	Mine Safety Disclosures	26
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2710
Item 6.	Selected Financial Data	2811
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2811
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3117
Item 8.	Financial Statements and Supplementary Data	3118
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3219
Item 9A.	Controls and Procedures	3219
Item 9B.	Other Information	3321
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3422
Item 11.	Executive Compensation	3522
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3725
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3826
Item 14.	Principal Accounting Fees and Services	3926
PART IV
Item 15.	Exhibits, Financial Statement Schedules	4027
Item 16.	Form 10-K Summary	4027
SIGNATURES		4128

Table of Contents

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-K contains forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of flooidCX Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Table of Contents

PART I

ITEM 1. BUSINESS.

In this report, unless the context requires otherwise, references to the “Company”, “flooidCX”, “Quantum”, “we”, “us” and “our” are to flooidCX Corp.

~~CORPORATE~~Corporate ~~HISTORY~~History

flooidCX Corp. was incorporated on January 7, 2014 in the State of Nevada as Baixo Relocation Services, Inc. We changed our name to “Gripevine Inc.” in December 2016 and also changed our trading symbol to “GRPV” on February 1, 2017.

~~Acquisition~~Change ofin ~~MBE~~Fiscal ~~Holdings Inc.~~Year

~~Effective~~On ~~February~~December 2819, ~~2017~~2022, weour ~~entered~~board ~~into~~of adirectors ~~share~~approved ~~exchange agreement (~~the ~~“MBE~~change ~~Exchange~~in ~~Agreement”)~~our ~~with~~fiscal ~~MBE~~year ~~Holdings~~end ~~Inc.,~~from aFebruary ~~private~~28th ~~corporation~~to ~~organized~~December ~~under~~31st. ~~the~~As ~~laws~~a ofresult ~~Delaware (“MBE”) and the shareholders~~ of ~~MBE (~~the ~~“MBE~~change ~~Shareholders”).~~in Infiscal ~~accordance~~year ~~with~~end, the ~~terms~~Company ~~and~~filed ~~provisions~~a oftransition ~~the~~report ~~MBE~~on ~~Exchange~~Form ~~Agreement,~~10-KT anon ~~aggregate~~May ~~of 5~~4,~~248,626~~ ~~(pre-reverse~~2023 ~~stock~~for ~~split)~~the ~~shares~~10 ofmonth ~~our~~transition ~~restricted~~period ~~common~~ending ~~stock~~December ~~were~~31, ~~issued~~2022. toIn ~~the~~accordance ~~MBE~~with ~~Shareholders~~section in1365.6 ~~exchange for all~~ of the ~~issued~~SEC's ~~and~~Financial ~~outstanding~~Reporting ~~shares~~Manual of(the ~~MBE,~~"FRM") ~~thus~~and ~~making~~Financial ~~MBE~~Reporting ~~our~~Release ~~wholly-owned~~35 ~~subsidiary.~~("FRR ~~Our~~35"), ~~Board of Directors deemed it in~~ the ~~best~~Company ~~interests~~has ofelected ~~the~~not ~~respective shareholders~~ to ~~enter~~recast ~~into~~its ~~the~~prior ~~MBE~~period ~~Exchange~~financial ~~Agreement~~statements ~~pursuant~~ to ~~which~~conform wewith ~~acquired~~its ~~all~~newly ~~the~~adopted ~~technology~~fiscal ~~and~~year. ~~assets~~As ~~and~~such, ~~assumed~~the ~~all~~comparative ~~liabilities~~period ofpresented ~~MBE. This resulted~~ in aour ~~change~~financial instatements ~~overall~~reflects ~~business~~the ~~operations~~ten-month oftransition ~~the~~period ~~Company~~from ~~bringing~~March ~~potential~~1, ~~value~~2022 tothrough ~~our~~December ~~shareholders.~~31, 2022.

2019 Name Change

Effective March 18, 2019, we changed our name to flooidCX Corp. from Gripevine, Inc. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State, and also changed our trading symbol to “FLCX”. ~~The~~Effective February 2, 2024, we changed our name ofto ~~the~~Quantum ~~Company~~Energy ~~was~~Corporation ~~changed~~from asflooidCX ~~part~~Corp. ofpursuant ~~its~~to ~~rebranding,~~Certificate ~~which~~of ~~better~~Amendment ~~reflects~~to ~~its~~our ~~new~~Articles ~~business~~of ~~direction~~Incorporation ~~into~~filed with the ~~customer~~Nevada ~~care~~Secretary ~~and~~of ~~feedback~~State. ~~solutions~~The ~~space~~Company –will ~~offering~~file ~~easy~~with FINRA to ~~adapt~~change ~~customer~~its ~~care~~trading ~~and~~name ~~feedback~~as ~~solutions~~soon toas ~~enterprises~~the ofCompany ~~all~~is ~~sizes~~current with its required filings with the SEC.

~~Acquisition~~Change ofin ~~Resolution 1, Inc.~~Control

OnIn ~~May~~July 172022, ~~2019~~flooidCX Corp., weunderwent ~~entered into~~ a ~~Share~~change ~~Exchange~~in ~~Agreement~~control ~~(the~~when ~~“R1~~MP ~~Exchange~~Special ~~Agreement”)~~Purpose ~~with~~Corp. ~~the~~acquired ~~stockholders~~a ofsignificant ~~Resolution~~ownership 1stake, ~~Inc.,~~initiating a ~~Delaware~~comprehensive ~~corporation~~reorganization ~~(“R1”),~~including toleadership ~~acquire~~changes. ~~all~~The ofacquisition allowed the ~~outstanding~~company ~~shares~~to ofsecure R1critical inprofessional ~~exchange~~talent ~~for~~on ~~10,000,000~~a ~~pre~~long-~~reverse~~term ~~stock~~contract ~~split~~basis ~~restricted~~and ~~shares~~marked ofa ~~our~~strategic ~~common~~pivot ~~stock~~from (customer-business communications to the ~~“Acquisition”).~~development R1and ~~has~~sale ~~developed~~of aprivate ~~comprehensive~~electricity ~~customer~~generating ~~care~~equipment, ~~and~~underscoring ~~feedback~~a ~~management~~commitment ~~platform,~~to ~~which~~distributed isenergy, ~~delivered~~owned asby athe ~~cloud-based~~consumer, ~~software~~that asincludes asustainable ~~service~~design, ~~solution.~~sustainable R1energy ~~was~~equipment ~~founded~~and inservices. ~~August~~As ~~2012~~of byDecember ~~Richard~~31, ~~Hue~~2023, ~~the~~MP ~~CEO~~Special ~~and~~Purpose aCorp.'s ~~director~~ownership ofhas ~~our~~adjusted ~~Company.~~to ~~The~~322,374 ~~Acquisition~~shares, ~~was~~representing ~~approved~~0.656% byof the ~~independent~~company, ~~members~~reflecting ofchanges in the ~~board~~company's ofownership ~~directors~~structure ofover the ~~Company~~year.

~~Reverse~~4 ~~Stock~~Table ~~Split~~of Contents

OnBUSINESS January 27, 2021, the Company’s common stock began trading on a 1-for-85 reverse stock split basis. The new CUSIP number for the Company’s common stock following the reverse stock split is 33974L205. OPERATIONS

~~CURRENT BUSINESS OPERATIONS~~General

~~General~~flooidCX Corp,/ Quantum Energy Corporation(referred to herein as a “flooidCX”, “flooid”, “flooid/Quantum”, “Quantum”or the “Company”) is at the vanguard of revolutionizing 100% distributed direct electrical energy systems, owned by the consumer, with our leading exclusively licensed and patent pending technologies. As the worldwide exclusive licensee for Harvested and Thermal Electrical Energy Collection and Transmission (“EET”), Photon Lighting Systems, photonic and photovoltaic energy harvesting, thermal waste to energy conversion, the sole provider of Photon Engines, and leading-edge energy conditioning and storage systems, flooid/Quantum is setting new standards in energy efficiency and sustainability. flooid/Quantum’s Direct Energy Systems both conserve electrical energy and produce new available electrical energy capacity, from energy harvesting, conversion and storage. flooid/Quantum’s mission also extends to the recycling and processing of rare earth materials, including magnets, essential for use in nearly every electrical device requiring high-quality magnets and magnetic assemblies, further bolstering our commitment to innovative energy solutions.

~~Our~~Market mission is to help businesses bring back the conversation with customers with innovative, simple to use solutions that empower both the businesses and customers to communicate and create positive outcomes. With the consummation of the R1 Exchange Agreement resulting in R1 being our subsidiary, we now offer a suite of customer relationship management (CRM) solutions that enhances and builds upon our initial offering, “GripeVine.” Opportunity

4The ~~Table~~demand for sustainable and efficient energy solutions, and additional electrical capacity is rapidly increasing, driven by population growth, increasing worldwide demand, global efforts to reduce carbon emissions and enhance energy security. The Company’s unique product offerings, developed by noted research engineer Dennis M. Danzik, and his technology and product development process including EET, Photon Lighting Systems, and photonic and heat harvesting products, that allow any light fixture, furniture, walls, ceilings and other unique applications, to harvest active and ambient light and generate energy. flooid/Quantum’s Photon Engines or Magnetic Propulsion Units require minimal energy to store, condition, and produce clean electrical output. flooid/Quantum’s technology places the Company at the forefront of ~~Contents~~this market shift. flooid/Quantum’s technology to recycle and process rare earth products, including magnets, has opened additional avenues for growth, underscoring our comprehensive approach to energy innovation.

~~Market Opportunity~~Products

~~The~~flooid/Quantum’s ~~CRM~~proprietary ~~industry~~EET technology is ~~based on~~ the ~~premise~~patent ~~that~~pending ~~existing~~ability ~~customers~~to ~~can~~transmit ~~drive~~harvested ~~the~~electrical ~~success~~energy ofthrough athe ~~business.~~open ~~According~~channels toof ~~the~~any ~~Harvard~~USB ~~Business~~or ~~Review,~~ethernet ~~acquiring~~cable afrom ~~new~~as ~~customer~~low isas ~~anywhere~~80 ~~from~~Watts 5 to 25over ~~times~~several ~~more~~hundred ~~expensive~~Watts ~~than~~per ~~retaining~~channel. anEET ~~existing~~also ~~one.~~follows ~~Further,~~low-voltage ~~the~~protocol ~~book,~~in ~~Marketing~~many ~~Metrics~~installations, ~~states~~eliminating ~~that~~conduit, ~~businesses~~and ~~have~~also aeliminating ~~60%~~standardized toelectrical ~~70%~~cable. ~~chance~~This ofdramatically ~~selling~~lowers toboth ~~an existing customer while the probability of selling to a~~ new ~~prospect~~and isremodeling ~~only~~construction 5%costs. toIn ~~20%.~~many ~~Statistics~~installations, ~~from~~EET ~~Gartner~~can ~~Group~~completely ~~support~~replace ~~the~~110-120 ~~assertion~~V ~~that~~outlets ~~80%~~and ofrelated aswitches, ~~company’s~~wire, ~~future~~conduit, ~~revenue~~and ~~will~~panel ~~come~~costs, ~~from~~including ~~just~~AC ~~20%~~circuit ofbreakers ~~its~~and ~~existing~~related ~~customers~~equipment. The ~~CRM~~technology ~~market~~also isaffords ~~estimated~~superior atremote ~~$200~~control ~~billion,~~and ~~which~~remote ~~alone includes approximately 270 billion contact center conversations~~monitoring.

~~Products~~A series of powerful electrical accessories has emerged from EET technology which includes a new series of electrical adapters, and connectors which replace high consumption inversion and conversion electrical devices. One specific example is the SAFEwatt ethernet power adapter that replaces a wide variety of electrical adapters that power laptop and desktop computers. A typical power adapter for even the simplest of laptops will consume anywhere from 140 to as much as 200 Watts of electrical energy, as that adapter is powered by a common 110 to 120 V AC wall plug. Replacing such adapters with a SAFEwatt adapter reduces that power consumption to 15 to 20 volts DC, and an average of 60 Watts, or about one third the power consumption of a typical computer adapter. The technology also applies to monitors, broadcast stations and computer servers. The Company estimates this product series will exceed 200 custom EET adapter devices for use in mobile phone chargers, laptop computers, desktop computers, desk lighting, computer servers, and a wide variety of other low-voltage direct current consumption devices, that currently are overpowered by common 110 to 120 V AC and 240-volt AC power sources.

~~Resolution1~~5 ~~offers~~Table aof unified communications and collaboration online via its simplified CRM solutions while GripeVine offers a platform for businesses to build trust through transparency in the consumer ratings and review space. In 2002, customers overwhelmingly chose voice calling to contact businesses, as compared to direct messaging. In 2017, contact via voice calling (16.1%) has largely been replaced by direct messaging (24.7%) and social media (34.5%).Contents

~~The~~Photon ~~following~~Lighting ~~illustrates~~System- ~~how~~Our ~~these~~exclusive ~~solutions~~technology transforms existing and new lighting fixtures into energy harvesting power generators across a range of light sources, from LED to sodium vapor, catering to diverse applications in industrial, commercial, and residential settings. The Photonic energy harvesting systems work ~~together:~~in both active, and ambient light, both indoor and outdoor.

~~__________~~Photovoltaic Systems- The Company’s unique photovoltaic harvesting systems are significantly lighter than today’s conventional solar systems. Some of the Company’s photovoltaic systems also offer self-cleaning, and protective options.

1Thermal ~~http://hbr.org/2014/10/the~~Energy Harvesting-~~value-of-keeping-~~ The Company is leading the~~-right-customers~~ application of thermal (heat and cold wasted energy) to both heat to light and heat to electricity conversion. Energy harvesting at every source is sustainable and profitable.

2Photon ~~http://www.forbes.com/sites/patrickhull/2013/12/06/tools~~Engines-~~for-entrepreneurs-to-retain-clients/#4c499ca62443~~ ~~quoting~~These P.engines ~~Farris~~exemplify efficiency, N.converting ~~Bendle~~minimal input power (typically less than 12 volts DC) into stored mechanical energy, P.and ~~Pfeifer~~then &converts D.that ~~Reibstein~~stored energy into conditioned and clean electrical energy, ~~Marketing~~(typically ~~Metrics:~~48 ~~The~~volts ~~Manager~~DC), a hallmark of innovation in energy generation. Danzik’s ~~Guide~~Magnetic Propulsion discoveries allow a single low speed flywheel to ~~Measuring~~multiply ~~Marketing~~the ~~Performance~~speed of subsequent flywheels in the engine system, and then the alternator systems, which then rotate at high speeds of 500 to over 5,000 rpm. Magnetic Propulsion refers to the magnetic levitation, and increased speed of each flywheel, with zero contact, permanent magnet drives, that eliminate chains, conventional transmissions, belts, gears and all other physical drive connections.

~~3 http://www.forbes.com/sites/alexlawrence/2012/11/01/five~~Applications-~~customer~~ The Company’s holistic Direct Energy Systems, encompassing Photon Lighting, Photovoltaic, Thermal, Photon Engines, conditioning and energy storage system along with integrated controls, are designed for end-~~retention~~to-~~tips~~end consumer operation, adaptable across various industrial, commercial, institutional, and residential settings including off-~~for-entrepreneurs/?hstc=32807841~~grid applications.~~12fdf7f0d9e1a4e4127eacd91e9e7015.1420565079181.1420565079181.1420565079181.1&__hssc=32807841.1.1420565079181&__hsfp=111348769#227ab25f5e8d~~

~~4 IBM~~Rare Earth- Our involvement in the rare earth sector, ~~April~~with ~~2018;~~operational ~~The~~recycling USand ~~Contact~~processing ~~Center~~facilities ~~Decision-Makers~~in ~~Guide~~Wyoming, ~~2018~~and Missouri, underscores our dedication to securing essential materials for our high-~~2019~~grade magnets and assemblies, crucial for a wide range of industries.

~~5 http://websitebuilder.org.uk/blog/rise~~Magnets and Magnetic Assemblies-~~social~~ The Company’s world-~~media~~class manufacturing processes produce high-~~customer-care/~~quality magnets and assemblies, meeting stringent requirements for the electrical, aerospace, and medical industries, among others.

5Batteries- ~~Table~~The ofCompany’s ~~Contents~~Iron-Air battery and other third-party battery technologies offers a sustainable, cost-effective, and safer alternative to lithium batteries, complemented by our comprehensive energy storage systems, including charge controllers, inverters, and software monitoring.

~~Significantly,~~Marketing GripeVine’s platform creates an incredibly strong search engine optimization (SEO) presence. Once there are multiple posts about a business (usually 5 or more) from consumers who want to connect to companies, the GripeVine platform automatically creates a strong SEO with the key words, “[company] headquarters,” which consumers usually use to search for a company when they have a customer care or feedback issue. This then triggers GripeVine’s proprietary auto-notification platform that advises the businesses that (1) their customers are waiting to hear back from them on GripeVine with regards to customer care and feedback issues and (2) they can claim their page and directly connect with the customer “pay-wall” free.Strategies

~~GripeVine.~~Our ~~GripeVine~~marketing strategy is ameticulously ~~consumer-~~designed to~~-business~~ ~~platform~~position ~~that~~us ~~helps~~as ~~build~~leaders ain ~~customer~~the ~~feedback-minded~~sustainable ~~community~~energy market, ~~focused~~capitalizing on ~~transparency~~our unique technological innovations, ~~mutual~~commitment ~~respect~~to sustainability, and ~~open~~the ~~communications~~urgent ~~among~~global ~~like-minded~~shift ~~customers~~towards renewable energy sources, and ~~businesses~~the –impact ~~all~~of ~~working~~escalating ~~together~~energy –costs. toThe ~~facilitate~~Company’s ~~positive~~Energy ~~outcomes.~~Systems Itare ~~allows~~sold ~~for~~and ~~private~~serviced ~~messaging~~by ~~between~~Licensed ~~customers~~Distributors, ~~and~~under ~~businesses~~a ~~for~~240-month ~~positive~~contract, ~~resolutions~~and installed, somonitored ~~that~~and ~~businesses~~serviced ~~are~~by ~~not~~Licensed ~~forced~~Distributors, towith ~~communicate~~no ~~via~~upfront ~~the~~cost ~~comments~~to ~~section~~the purchaser. ~~While~~This ~~functioning~~proven asmarketing aand ~~social~~sales ~~customer~~strategy ~~experience~~sets a firm platform in place for ~~social~~the ~~customer~~Company ~~service~~to concentrate on manufacturing capacity and ~~consumer~~growth ~~reviews,~~through ~~GripeVine~~timely ~~differentiates~~supply ~~itself~~of inDirect ~~the~~Energy ~~following~~Systems, ~~ways:~~and related components.

	·	Pay-Wall Free – Rather than taking businesses hostage like other rating and review sites, GripeVine connects business directly with their customers without the worries of having to pay for such access.
	·	Transparent – With a focus on sincerity, respect and open communications to build trust through transparency, GripeVine is the “go to” consumer-to-business platform, for many Fortune 1000 brands.

Technological Superiority and Innovation

~~Resolution1.~~Showcase ~~Resolution1 (“R1”) functions as a cloud~~Innovations-~~based~~ ~~customer~~We ~~experience~~plan workflow management solution, where businesses can manage the entire logistics of customer care, feedback or inquiries throughout their entire organizations seamlessly. Businesses can respond quickly and accurately to ~~customers,~~highlight ~~while~~our ~~keeping~~proprietary ~~track~~technologies' ofunique ~~every customer interaction. The R1 solution offers customization features right out-of-the box and is designed to grow and scale~~benefits, soin ~~that businesses of~~ all ~~sizes,~~marketing ~~from~~materials ~~small~~and ~~to medium-size enterprises (SMEs) to large enterprises, can use this cloud-based customer experience management system without incurring significant customization costs~~campaigns.

~~The~~Case ~~Resolution1~~Studies ~~platform~~and ~~offers~~White Papers- Develop and disseminate case studies and white papers that demonstrate the ~~following~~effectiveness ~~features~~and efficiency of our technologies in real-world applications, reinforcing our message with concrete examples and ~~advantages:~~data. Quantum also has an aggressive internet sales, education and information programs. Quantum also presents sales and educational information about its Direct Energy Systems through news and media relationships, as well as trade and industry shows.

·6 ~~Leads~~Table from GripeVine – As GripeVine’s back-end customer care solution, Resolution1 has the capability to receive sales leads from GripeVine. · AI-powered sentiment analysis and process automation – Resolution1 uses artificial intelligence and natural language processing to automate standard repeatable tasks, enable more impactful use of data, and create tools that boost agent productivity and decision making. · Auto-Ticketing and Auto-Routing – Once a customer makes contact a ticket is automatically assigned to a case that is auto-routed to the pre-determined team member or department. Every ticket is tracked and monitored until it’s completed. · Reporting and analytics – Resolution1 offers robust analytics and the ability to build custom reports. This reporting also uses sentiment analysis on a business’s social sites, so that a business can quickly view how it is perceived on all social platforms. · Case management – Resolution1 can ticket and track all incoming feedback, conversations and/or inquiries so that businesses can immediately see all commentary or social posts and track the case management and resolution process. This enables businesses to prioritize, categorize and assign cases to the right department and agent. · Omni-channel support – This feature allows a business to enter feedback manually, as well as staying on top of conversations about the business in its social channels. A business can aggregate customer feedback and respond to social commentary through its multiple social channels, in addition to creating cases and messages directly from its social feeds into Resolution1’s case manager.Contents

·Sustainability Build watchlist – The watchlist allows a user/agent to pin posts of interest from social sites for later review or to aggregate them for lead generation and/or other marketing opportunities. Users/agents can tag notes and share watchlist posts internally with other departments and team members, create custom notes and generate cases as required. · Team collaboration – Resolution1 allows for collaboration across an organization’s teams and/or departments. People from beyond the immediate support team can be brought in to help resolve or join in the customer conversation all under a single application. · Auto Review Generator – This feature allows businesses to solicit ratings and reviews from their customers, without them having to first register to do so.Credentials

6Sustainability ~~Table~~Reporting- ofRegularly ~~Contents~~publish sustainability reports detailing our achievements in reducing carbon footprints and enhancing energy efficiency, providing transparency and building trust with environmentally conscious consumers.

~~Pricing.~~Environmental ~~Once~~Certifications- ~~companies~~Pursue ~~claim~~and ~~their~~promote ~~free~~environmental ~~Resolution1~~certifications ~~platform,~~for ~~access~~our isproducts ~~granted~~and ~~to their proprietary dashboard where they can communicate publicly or privately with consumers~~operations, ~~keep~~such ~~accurate~~as ~~track~~Energy ~~of reviews~~Star, ~~see their current ratings~~LEED, ~~launch~~or ~~resolution offers~~similar, ~~and~~to ~~manage~~validate ~~their~~our ~~overall~~commitment ~~online~~to ~~customer service channels across other social platforms~~sustainability.

WeLeveraging ~~will also offer paid company accounts, which will allow companies to access a more robust social customer service management system utilizing unique and proprietary features allowing them to scale~~ the ~~use~~Growing ofNecessity ~~the system to suit their organizational needs. The paid accounts will also allow the respective company to have more control over its presence on the site and be provided access to tools~~ for ~~gaining~~Renewable market share within their industries thus expanding the channels through which they will receive and manage customer service feedback. Management intends that paid accounts will offer companies access to the customer commentary and sentiment on social media. Whether a company is large or small, there is tremendous value in being able to monitor social customer service conversations about its brand across multi-platforms under one dashboard.Energy

~~Currently,~~Market ~~Resolution1’s~~Education- ~~basic~~Launch ~~free~~educational ~~subscription~~initiatives, ~~option~~including iswebinars, ~~much more robust than other comparable paid solutions. Resolution1 offers bronze~~workshops, ~~silver~~ and ~~gold~~online ~~plans~~content, ~~which~~to ~~are~~raise ~~currently~~awareness ~~priced~~about atthe ~~$29.99,~~importance ~~$49.99~~of ~~and~~renewable ~~$89.99~~energy ~~per~~and ~~month,~~how ~~respectively,~~our ~~which~~products ~~offer~~contribute ~~features comparable~~ to ~~much~~environmental ~~more expensive competitor packages~~sustainability.

7Industry ~~Table~~Trends ofand ~~Contents~~Data- Utilize industry trends and data to underscore the growing necessity for renewable energy solutions in marketing communications, highlighting the potential energy savings and environmental benefits associated with our products.

~~Marketing~~Targeted ~~Strategies~~Marketing

WeDigital ~~are utilizing the freemium model approach~~ Marketing- ~~offering~~Employ a robust ~~“free”~~digital ~~plan~~marketing (astrategy, ~~“freemium”)~~including ~~that~~SEO, ~~allows~~content ~~small~~marketing, ~~businesses to use the basic features of GripeVine~~ and ~~Resolution1.~~social ~~Management~~media ~~believes~~campaigns, ~~that this will allow the Company~~ to ~~rapidly~~reach ~~gain~~a ~~market~~global ~~share,~~audience ~~create brand awareness~~ and ~~increase~~engage ~~conversion~~with ofpotential ~~the~~customers ~~users~~across tovarious ~~its~~online ~~tiered paid plans~~platforms.

~~Our~~Trade ~~marketing~~Shows ~~strategy~~and ~~includes~~Conferences- ~~the~~Participate ~~following:~~in key industry trade shows and conferences to showcase our technologies, connect with potential customers, and engage in thought leadership.

·Strategic Channel Partners – We plan to create joint ventures with non-traditional channels to showcase and offer our free version of our products. · Application Programming Interfaces (APIs) – Our innovative “drag and drop” APIs that easily integrates with popular applications such as WordPress (over 4 million websites) and WIX (over 150 million users) will allow us to broaden our reach and attract a strong user base quickly. · Affiliate Marketing - Once business users are on board, we plan to launch our Affiliate Marketing platform to direct-sell to SMEs. Management believes that this sales strategy, coupled with our freemium model approach, can be a very effective low cost strategy, eliminating the need to create an expensive sales infrastructure. · Value Added Resellers (VARs) – Through our partner program, we plan to offer trusted partners the ability to attract new customers and provide additional value to existing ones. By introducing the flooidCX suite of products to existing and prospective clients, our VARs will allow us to gain additional exposure to both SMEs and enterprise clients.Partnerships

~~EMPLOYEES~~Collaborations with Industry Leaders- Form strategic partnerships with industry leaders, NGOs, and governmental bodies to co-market our solutions, access new markets, and benefit from the credibility and reach of established entities.

WeChannel ~~have two full~~Partnerships-~~time~~ ~~employees,~~Develop ~~and~~channel wepartnerships ~~engage~~with ~~approximately 10 individuals as independent contractors. The Company also has its President/Chief Executive Officer~~distributors, ~~Richard Hue~~resellers, and ~~its~~integrators ~~Chief Technology Officer, Mark Vange. These individuals are primarily responsible for all of the Corporation’s day-~~to~~-day~~ ~~operations.~~expand ~~Other~~our ~~services~~market ~~may~~reach ~~be provided by outsourcing~~ and ~~consultant~~provide ~~and~~comprehensive ~~special~~solutions ~~purpose~~to ~~contracts~~end-users.

~~RESEARCH~~Customer ~~AND~~Engagement ~~DEVELOPMENT~~and ~~ACTIVITIES~~Feedback

WeCustomer ~~have~~Success ~~incurred~~Stories- ~~$536,721~~Share ~~and~~customer ~~$1,002,639~~success ~~during~~stories ~~the~~through ~~fiscal~~various ~~years~~channels ~~ended~~to ~~February~~illustrate ~~28,~~the ~~2022~~practical benefits and ~~2021,~~real-world ~~respectively~~impact of our solutions, onencouraging ~~research~~potential ~~and~~customers ~~development~~to ~~for~~envision ~~the~~similar ~~Company~~outcomes.

~~INTELLECTUAL~~Feedback ~~PROPERTY~~Loops- Implement mechanisms to gather and respond to customer feedback, ensuring our products and marketing strategies remain aligned with market needs and preferences.

~~Patent~~Metrics and Evaluation

OnPerformance ~~February~~Metrics- ~~15,~~Establish ~~2019,~~clear ~~patent~~metrics ~~applications were filed in the United States and Canada~~ for ~~“Complaint~~evaluating ~~Resolution System” – US 16/325,828 and CA 3034118. The applications, which are pending, claimed~~ the ~~benefit~~effectiveness of ~~U.S.~~marketing ~~Provisional Application No. 62/375~~strategies,~~027,~~ ~~filed~~including onlead ~~August 15~~generation, ~~2016,~~conversion ~~and U.S. Provisional Application No. 62/475~~rates,~~447,~~ ~~filed~~customer onacquisition ~~March 23~~costs, ~~2017, for the “System~~ and ~~Method~~return ~~for Determining Metrics,” as well as International application PCT/CA2017/050965 filed~~ on ~~August~~marketing ~~17, 2017~~investment.

~~Trademarks~~Continuous Optimization- Regularly review and adjust marketing strategies based on performance data and market feedback, ensuring agility and responsiveness to market dynamics.

We7 ~~have~~Table ~~trademarked certain~~ of our logos and names. On October 16, 2012, the United States Patent and Trademark Office issued a trademark for “Gripevine”, Registration No. 4,227,471, for classes 35 and 42, which primarily is for business data analysis and electronic data collection and use of online non-downloadable proprietary software for business purposes for third parties featuring the use of such proprietary software to collect, evaluate and analyze consumer complaints and assist third parties in the resolution of such complaints. Contents

8INTELLECTUAL ~~Table of Contents~~PROPERTY

Weflooid/Quantum ~~rely~~vigorously onpursues ~~federal,~~exclusive ~~state~~licenses and intellectual property protection for our innovative technologies, ~~common~~including ~~law~~exclusive licenses and ~~international~~patents ~~rights~~for Photon Lighting Systems, Photovoltaic Systems, Photon Engines, as well as ~~contractual~~energy ~~restrictions,~~storage toand ~~protect~~distribution ~~our~~systems. ~~intellectual~~Flooid/Quantum ~~property.~~owns Weand ~~control~~develops ~~access~~trademarks toand ~~our~~copywritten ~~proprietary~~materials ~~technology~~that ~~and~~secure ~~algorithms~~our bybrand ~~entering~~identity ~~into~~in ~~confidentiality~~the ~~and~~global ~~agreements~~market. ~~with~~Our ~~our~~commitment ~~employees~~to research and ~~contractors~~development, and ~~confidentiality~~legal ~~agreements~~protection ~~with~~strategies ~~third~~ensures ~~parties.~~our technological advancements remain proprietary and competitive.

In addition to these contractual arrangements, we also rely on a combination of patent pending applications, trade secrets, copyrights, trademarks, service marks and domain names to protect our intellectual property. We will pursue the registration of our patents, copyrights, trademarks, service marks and domain names in North America and in certain locations outside the United States. We believe that our registration efforts will focus on gaining protection of our trademark “Gripevine” name and logos among others. These marks are material to our business as they enable others to easily identify us as the source of the services offered under these marks and are essential to our brand identity. COMPETITION

~~Circumstances~~flooidCX ~~outside~~operates ~~our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available~~ in the ~~North~~highly ~~America~~dynamic orand ~~other~~competitive ~~countries~~sustainable inenergy ~~which we operate. Also~~market, ~~the~~distinguished ~~efforts~~by werapid ~~have~~technological ~~taken~~advancements toand ~~protect~~a ~~our~~diverse ~~proprietary~~range ~~rights~~of ~~may not be sufficient or effective~~participants. ~~Any~~Our ~~significant~~competitive ~~impairment~~edge ofis ~~our~~rooted ~~intellectual~~in ~~property rights could harm~~ our ~~business~~proprietary ortechnologies, ~~our~~environmental ~~ability to compete. Also~~commitment, ~~protecting our intellectual property rights is costly~~ and ~~time-consuming.~~the ~~Any~~scalability ~~unauthorized disclosure or use~~ of our ~~intellectual property could make it more expensive to do business and harm our operating results~~solutions.

~~Companies~~Innovative inTechnologies- ~~the~~flooid/Quantum’s ~~Internet~~standout offerings, ~~media~~such ~~and~~as ~~other~~the ~~industries~~Photon ~~may~~Lighting ~~own~~Systems ~~large~~and ~~numbers~~Photon ~~of patents~~Engines, ~~copyrights~~developed ~~and~~by ~~trademarks~~noted research and ~~may~~development ~~frequently request license agreements~~engineer, ~~threaten~~Dennis ~~litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights~~M. ~~We are currently subject to~~Danzik, and ~~expect~~his toteam ~~face~~of inskilled ~~the~~and ~~future~~seasoned researchers, ~~allegations~~industrial ~~that~~design ~~we have infringed the trademarks~~experts, ~~copyrights~~engineers, ~~patents~~machinists and ~~other~~fabricators ~~intellectual~~showcase ~~property~~flooid/Quantum ~~rights~~technological ofleadership. ~~third~~These ~~parties,~~systems ~~including~~not ~~our~~only ~~competitors~~exemplify ~~and~~energy ~~non-practicing~~efficiency ~~entities.~~but Asalso wealign ~~face~~with ~~increasing~~global ~~competition~~sustainability ~~and as our business grows~~goals, wesetting ~~may~~us ~~likely~~apart ~~face~~in ~~claims~~the ~~of infringement~~marketplace.

~~COMPETITION~~Sustainability Commitment- The Company prioritizes eco-friendly practices across all operations, from rare earth mining to the development of our recyclable Quantum SAFE Iron-Air battery technology. This commitment to sustainability underscores our dedication to advancing green energy solutions.

~~There~~Scalability ~~are a number of established~~ and ~~emerging~~Versatility- ~~competitors~~flooid/Quantum inproducts ~~the~~are ~~broad~~designed ~~market~~for ofwide-ranging ~~customer~~applications, ~~engagement~~from ~~software.~~industrial ~~This~~to ~~market~~residential ~~is fragmented~~settings, ~~rapidly~~ensuring ~~evolving,~~adaptability ~~and~~to ~~highly~~various ~~competitive,~~consumer ~~with~~needs. ~~relatively~~This ~~low~~flexibility ~~barriers~~enhances toour ~~entry~~market inreach ~~some~~and ~~segments.~~consumer Weempowerment, ~~consider~~driving the ~~principal~~adoption ~~competitive~~of ~~differentiators~~renewable ~~in our market to include:~~energy.

·Strategic ~~Ease~~Partnerships-~~of-deployment~~ ~~and~~By ~~use;~~forging ·strategic ~~Time~~alliances ~~to value realization; · Enablement of customer communications across channels; · Availability of self-service options; · Data analytics~~ and ~~performance~~engaging ~~recommendations;~~in ·collaborative ~~Mobile~~innovation, ~~and~~we ~~multi-device~~strengthen ~~capabilities;~~our ·market ~~Proactive~~position ~~outreach tools; · Customization~~ and ~~integration~~accelerate ~~with~~technology ~~third-party~~adoption. ~~applications;~~These ·partnerships ~~Brand~~support ~~recognition~~our ~~and~~mission ~~thought~~to ~~leadership;~~lead ~~and · Total cost of ownership for~~ the ~~customer~~transition ~~(including~~to ~~software~~renewable ~~updates,~~energy ~~ongoing maintenance,~~ and ~~consulting~~amplify ~~and~~our ~~system integration fees)~~impact.

~~Given~~Navigating ~~the~~Market ~~large~~Challenges- ~~number,~~flooid/Quantum ~~disparate~~is ~~sizes,~~proactive ~~and varying areas of focus of other companies with which we compete~~ in ~~the~~addressing ~~provision of customer engagement software, we may not always compare favorably with respect to some or all of~~ the ~~foregoing~~competitive ~~factors.~~challenges ~~Most, if not all,~~ of ~~our~~pricing ~~competitors~~pressures ~~have greater financial~~ and ~~personnel~~technological ~~resources than our Company, as well as greater name recognition, longer operating histories, and larger marketing budgets~~evolution. Our ~~competitors~~commitment ~~may be able~~ to ~~respond~~continuous ~~more quickly and effectively than we can to new or changing opportunities~~improvement, ~~technologies, standards, or~~ customer ~~requirements. With the introduction of new technologies~~satisfaction, ~~the evolution of our products,~~ and ~~new~~environmental ~~market~~stewardship ~~entrants,~~guides ~~we expect competition to intensify in the future. Pricing pressures and increased competition generally could result in reduced sales, reduced margins, losses, or the failure of~~ our ~~suite~~path offorward ~~products to achieve significant market acceptance, any of which could harm our business. In order to improve our competitive position~~ in the ~~market,~~sustainable weenergy ~~must remain focused in our development, operations, and sales and marketing efforts on the evolving customer service needs of all organizations~~sector.

9ITEM ~~Table~~1A. ofRISK ~~Contents~~FACTORS.

~~ITEM~~This ~~1A.~~item ~~RISK~~is ~~FACTORS.~~not applicable as the Company is a smaller reporting company

~~You~~ITEM should carefully consider the risks, uncertainties and other factors described below because they could materially and adversely affect our business, financial condition, operating results and prospects and could negatively affect the market price of our common stock1B. ~~Also,~~UNRESOLVED ~~you~~STAFF ~~should be aware that the risks and uncertainties described below are not the only ones facing us~~COMMENTS. Additional risks and uncertainties that we do not yet know of, or that we currently believe are immaterial, may also impair our business operations and financial results. Our business, financial condition or results of operations could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

InAs ~~assessing~~of ~~these risks, you should also refer to~~ the ~~other~~date ~~information~~of ~~contained~~this inreport, orwe ~~incorporated~~do bynot ~~reference~~have toany ~~this~~unresolved ~~Annual~~staff ~~Report~~comments onfrom ~~Form~~the ~~10-K,~~Securities ~~including our financial statements~~ and ~~the~~Exchange ~~related notes~~Commission.

~~RISKS~~ITEM ~~RELATED~~1C. ~~TO OUR BUSINESS AND INDUSTRY~~ CYBERSECURITY

IfRisk wemanagement ~~fail to manage our growth effectively, our brand, results of operations~~ and ~~business could be harmed.~~ strategy

WeManagement ~~anticipate~~of ~~experiencing~~material ~~rapid~~risks ~~growth~~from incybersecurity ~~our~~threats ~~operations,~~is ~~which~~integrated ~~places~~into ~~substantial~~the ~~demands~~Company’s onoverall risk management processes and ~~our~~is ~~operational~~monitored ~~infrastructure.~~as ~~Most~~an ofenterprise ~~our~~risk. ~~contractors~~To ~~have~~that ~~been~~extent, ~~with~~the usCompany ~~for~~has ~~fewer~~not ~~than~~currently ~~three~~engaged ~~years~~with ~~and~~a tothird-party ~~manage~~service ~~the~~provider ~~expected~~for ~~growth~~the purpose of ~~our~~managing ~~operations,~~its weongoing ~~will~~cybersecurity ~~need~~risk. toFurthermore, ~~continue~~the toCompany ~~increase~~is ~~the~~currently ~~productivity~~putting ofprocesses ~~our~~in ~~current~~place ~~contractors~~in ~~and~~order ~~may~~to ~~hire,~~oversee ~~train~~ and ~~manage~~identify ~~employees.~~risks Infrom ~~particular,~~cybersecurity wethreats ~~intend~~associated towith ~~continue~~The toCompany ~~make~~employs ~~substantial~~a ~~investments~~full intime, ~~our~~degreed ~~developer,~~internet ~~engineering~~and technologies engineer, ~~technical~~Matthew ~~support~~Bellestri, ~~sales~~as ~~and~~its ~~marketing~~Director ~~and~~of ~~social~~Internet ~~community~~and ~~management~~Security ~~organizations~~Services. AsThe aCompany ~~result,~~entered weinto ~~must~~a ~~effectively~~three ~~integrate,~~(3) ~~develop~~year ~~and~~employment ~~motivate~~agreement awith ~~large~~Mr. ~~number~~Bellestri as of ~~new~~February ~~contractors~~1, ~~including~~2025. ~~contractors~~Mr. inBellestri ~~international~~has ~~markets~~also ~~and~~been ~~from~~nominated ~~any~~to ~~acquired~~serve ~~businesses,~~on ~~while~~the ~~maintaining~~Company’s ~~the~~Executive ~~beneficial~~Committee ~~aspects~~that ofreports ~~our~~to ~~company~~the ~~culture.~~Company board of directors.

AsThe ~~our~~Company ~~business~~is ~~matures,~~not weaware ~~may~~of ~~make~~any ~~periodic~~risks ~~changes~~from ~~and~~cybersecurity ~~adjustments to our organization in response to various internal and external considerations~~threats, including ~~market~~as ~~opportunities, the competitive landscape, new and enhanced products, acquisitions, sales performance, increases in headcount and cost levels. In some instances, these changes have resulted in~~ a ~~temporary~~result ~~lack~~ of ~~focus~~any ~~and~~previous ~~reduced~~cybersecurity ~~productivity~~incidents, ~~which~~that ~~may~~have ~~occur~~materially ~~again~~affected inor ~~connection~~are ~~with~~reasonably ~~any~~likely ~~future changes~~ to ~~our~~materially ~~organization and may negatively~~ affect our business strategy, results of operations~~. Similarly~~, ~~any~~or ~~significant~~financial ~~changes to the way we structure compensation of our sales organization may be disruptive and may affect our ability to generate revenue~~condition.

To8 ~~manage~~Table ~~our growth, we may need to improve our operational, financial and management systems and processes, which may require significant capital expenditures and allocation~~ of valuable management and employee resources, as well as subject us to the risk of over-expanding our operating infrastructure. However, if we fail to scale our operations successfully and increase productivity, the quality of our platform and efficiency of our operations could suffer, which could harm our brand, results of operations and business. Contents

If the demand for information regarding local businesses does not develop as we expect, or if we fail to address the needs of this demand, our business will be harmed. We may not be able to address successfully these risks and difficulties or others, including those described elsewhere in these risk factors. Failure to address these risks and difficulties adequately could harm our business and cause our operating results to suffer. Governance

WeThe ~~may~~board ~~incur~~of ~~significant~~directors ~~operating~~now ~~losses~~has ~~and~~formal ~~may~~oversight ~~not~~of berisks ~~able~~from tocybersecurity ~~generate~~threats. ~~sufficient~~At ~~revenue~~the end of 2023, it is important to ~~gain~~note ~~profitability~~that, as discussed in Part III of this filing, our board of directors was comprised solely of Messrs. ADanzik, ~~failure~~Kitchen and Westbrook. As such, pursuant to ~~maintain~~the aninformation ~~adequate~~provided ~~growth~~below, ~~rate~~all ~~will~~risks ~~adversely~~from ~~affect~~cybersecurity threats our ~~business~~immediately ~~and~~shared ~~results~~with the board of ~~operations~~directors.

WeFrom ~~have~~the ~~incurred~~last ~~significant~~quarter ~~operating~~of ~~losses~~2023 ~~since~~through ~~inception~~the ~~and,~~date as of ~~February~~this 28Report, ~~2022~~the Company’s President, ~~had~~Dennis anDanzik, ~~accumulated~~is ~~deficit~~responsible offor ~~$57,004,216,~~managing athe ~~substantial~~Company’s ~~amount~~cybersecurity ofrisk. ~~which~~Mr. ~~was~~Danzik ~~incurred~~has ~~due~~served toas the ~~value~~Company’s ofPresident ~~preferred~~since ~~stock~~2022. ~~recorded~~His ~~for~~business ~~stock~~experience ~~compensation~~includes ~~expense.~~industrial Weengineering, ~~have~~program ~~generated~~development ~~only~~and ~~limited~~technical ~~revenues~~management. Until ~~Additionally,~~the ~~our~~beginning ~~costs~~of ~~may~~2025, ~~continue~~flooid/Quantum towas ~~exceed~~a ~~revenues~~small ~~each~~company ~~year~~with asa welimited ~~continue~~number toof ~~expend~~employees ~~substantial~~and ~~financial~~any ~~resources~~cybersecurity ~~on:~~threat ~~(i)~~or ~~sales~~incident, ~~and~~of ~~marketing;~~which ~~(ii)~~there ~~our~~were ~~technology~~none, ~~infrastructure;~~were ~~(iii)~~immediately ~~product~~brought ~~and~~to ~~feature~~the ~~development;~~attention ~~(iv)~~of ~~domestic~~Mr. ~~and~~Danzik. ~~international~~Further, ~~expansion~~as ~~efforts;~~noted ~~(iv) strategic opportunities~~above, ~~including~~Mr. ~~commercial~~Danzik ~~relationships~~would ~~and~~immediately ~~acquisitions;~~inform ~~and~~his ~~(v)~~fellow ~~general~~board ~~administration~~members, including ~~legal~~Messrs. Kitchen and ~~accounting~~Mr. ~~expenses related to being a public company~~Westbrook.

Proposed investments may not result in increased revenue or growth in our business. Our costs may also increase as we hire additional employees, particularly as a result of the significant competition that we face to attract and retain technical talent. Our expenses may grow faster than our revenue and may be greater than we anticipate in a particular period or over time. If we are unable to maintain adequate revenue growth and to manage our expenses, we may continue to incur significant losses in the future and may not be able to regain profitability.

10 Table of Contents

We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have a limited operating history in an evolving industry. As a result, our historical operating results may not be indicative of our future operating results, making it difficult to assess our future prospects. You should consider our business and prospects in light of the risks and difficulties we may encounter in this rapidly evolving industry, which we may not be able to address successfully. These risks and difficulties include our ability to, among other things: (i) increase the number of users of our CRM solutions; (ii) attract and retain new business clients, many of which may have limited or no online CRM experience; (iii) forecast revenue, which may be more difficult as we engage more company paid accounts, as well as appropriately estimate and plan our expenses; (iv) continue to earn and preserve a reputation for providing effective CRM solutions; (v) successfully compete with other companies that are currently in, or may in the future enter, the CRM industry; (vi) successfully manage our growth, including in international markets; (vii) successfully develop and deploy new features and products; (viii) manage and integrate successfully any acquisitions of businesses, solutions or technologies; (ix) avoid interruptions or disruptions in our service or slower than expected load times (x) develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage globally, as well as the deployment of new features and products; (xi) hire, integrate and retain talented sales and other personnel; (xii) effectively manage rapid growth in our sales force, other personnel and operations; and (xiii) effectively identify, engage and manage third-party partners and service providers.

We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

Our operating results could vary significantly from period to period as a result of a variety of factors, many of which may be outside of our control. This volatility increases the difficulty in predicting our future performance and means comparing our operating results on a period-to-period basis may not be meaningful. In addition to the other risk factors discussed in this section, factors that may contribute to the volatility of our operating results include: (i) changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition; (ii) cyclicality; (iii) the effects of changes in search engine placement and prominence; (iv) the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, such as laws impacting Internet neutrality; (v) the success of our sales and marketing efforts; (vi) costs associated with defending intellectual property infringement and other claims and related judgments or settlements; (vii) interruptions in service and any related impact on our reputation; (viii) the impact of fluctuations in currency exchange rates; (ix) changes in consumer behavior; (ix) changes in our tax rates or exposure to additional tax liabilities; (x) the impact of worldwide economic conditions; and; (xi) the effects of natural or man-made catastrophic events.

We will likely require additional capital to support business growth, and such capital might not be available on acceptable terms, if at all.

We intend to continue to invest in our business and will likely require or otherwise seek additional funds to respond to business challenges, including the need to develop new features and products, enhance our existing services, improve our operating infrastructure and acquire complementary businesses and technologies. As a result, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of our common stock. Any future debt financing we secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business may be harmed.

11 Table of Contents

If our marketing strategies prove to be ineffective, we will be unable to increase our customer base and achieve significant market acceptance of our products.

Increasing our customer base and achieving significant market acceptance of our products will depend on the effectiveness of our marketing strategies. We have developed these strategies to leverage our limited financial resources. If these strategies prove to be ineffective and we are unable to expand our customer base and generate revenues, our business will be harmed. Specifically, we will be utilizing the freemium model and offering a free basic version of our Resolution1 solution. Many early users never convert from the free version of a product to a paid version with enhanced features. Further, we may be dependent upon individuals within an organization who initiate the trial or free usage of our products being able to convince decision makers within their organization to convert to a paid version. To the extent to these users do not become, or are unable to convince others to become, paying customers, we will not realize the intended benefits of this marketing strategy and our ability to grow our revenue will be adversely affected.

If we are unable to increase traffic to our website, or user engagement on our platform declines, our revenue, business and operating results may be harmed.

We will derive substantially all of our revenue from the paid company accounts of businesses, offering business access to a robust social customer service management system. Because traffic to our platform will have an influence on its popularity and the number of businesses we are able to show, we believe this will affect the value of our services provided to businesses and influence the content creation that drives further traffic. Slower traffic growth rates may harm our business and financial results. As a result, our ability to grow our business depends on our ability to increase traffic to and user engagement on our platform. Our traffic could be adversely affected by factors including:

· Reliance on Internet Search Engines. We rely on Internet search engines to drive traffic to our platform. However, the display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently. For example, a search engine may change its ranking algorithms, methodologies or design layouts. As a result, links to our platform may not be prominent enough to drive traffic to our platform, and we may not be in a position to influence the results. Although internet search engine results have allowed us to attract a significant audience with low organic traffic acquisition costs to date, if they fail to drive sufficient traffic to our platform in the future, we may need to increase our marketing expenses, which could harm our operating results. · Increasing Competition. The market for online consumer review and social customer service space is intensely competitive and rapidly changing. If the popularity, usefulness, ease of use, performance and reliability of our services do not compare favorably to those of our competitors, traffic may decline. · Our Automated Artificial Intelligence (AI) Suggestion Engine. If our automated AI engine does not suggest helpful content or recommends unhelpful content, consumers may reduce or stop their use of our online consumer review platform. While we have designed our technology to avoid suggesting content that we believe to be unreliable or otherwise unhelpful, we cannot guarantee that our efforts will be successful. · Content Scraping. Other companies may attempt to copy information from our platform without our permission, through website scraping, robots or other means, and publish or aggregate it with other information for their own benefit. This may make them more competitive and may decrease the likelihood that consumers will visit our platform to find the local businesses and information they seek. Though we will strive to detect and prevent this third-party conduct, we may not be able to detect it in a timely manner and, even if we could, may not be able to prevent it. In some cases, particularly in the case of third parties operating outside of the United States, our available remedies may be inadequate to protect us against such conduct. · Macroeconomic Conditions. Consumer purchases of discretionary items generally decline during recessions and other periods in which disposable income is adversely affected. As a result, adverse economic conditions may impact consumer spending, particularly with respect to local businesses, which in turn could adversely impact the number of consumers visiting our online consumer review platform. · Internet Access. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting Internet Neutrality, could decrease the demand for our services. Similarly, any actions by companies that provide Internet access that degrade, disrupt or increase the cost of user access to our platform could undermine our operations and result in the loss of traffic.

12 Table of Contents

We also anticipate that our traffic growth rate may slow over time, and potentially decrease in certain periods, as our business matures and we achieve higher penetration rates. In particular, the number of major geographic markets, especially within North America, that we have not yet entered completely and may decline and further expansion in smaller markets may not yield similar results or sustain our growth. That our traffic growth may slow even as we expand our operations. As our traffic growth rate slows, our success may become increasingly dependent on our ability to increase levels of user engagement on our platform. This dependence may increase as the portion of our revenue derived from company accounts increases. A number of factors may negatively affect our user engagement, including if: (i) users engage with other services or activities as an alternative to our platform; (ii) there is a decrease in the perceived quality of the content contributed by our users; (iii) we fail to introduce new and improved features or we introduce new features that do not effectively address consumer concerns or needs or otherwise alienate consumers; (iv) technical or other problems negatively impact the availability and reliability of our platform or otherwise affect the user experience; (v) users have difficulty installing, updating or otherwise accessing our platform as a result of actions by us or third parties; (vi) users believe that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance and prominence of the business and content we display; and (vii) we do not maintain our brand image or our reputation is damaged.

If we fail to maintain and expand our base of company accounts, our revenue and our business will be harmed.

Our ability to grow our business depends on our ability to maintain and expand our base of company accounts. To do so, we must convince prospective companies that our services offer a material benefit and can generate a competitive return relative to other alternatives. Our ability to do so depends on certain factors.

· Traffic Quality. The success of our online consumer review and social customer service program depends on delivering positive results to our clients. Low-quality or invalid traffic, such as robots, spiders and the mechanical automation of clicking, may be detrimental to our relationships with advertisers and could adversely affect our advertising pricing and revenue. If we fail to detect and prevent click fraud, the affected companies may experience or perceive a reduced return on their investment, which could lead to dissatisfaction with our service, refusals to pay, refund demands or withdrawal of future business. · Perception of Our Platform. Our ability to compete effectively for a company’s budget depends on our reputation and perceptions regarding our consumer review platform. For example, we may face challenges expanding our company base in certain businesses and shopping categories if businesses believe that consumers perceive the utility of our platform to be limited to finding businesses in these categories. The ratings and reviews that businesses receive from our users may also affect their advertising decisions. Favorable ratings and reviews, on the one hand, could be perceived as obviating the need to advertise. Unfavorable ratings and reviews, on the other, could discourage businesses from advertising to an audience that they perceive as hostile or cause them to form a negative opinion of our products and user base. · Macroeconomic Conditions. Adverse macroeconomic conditions can have a negative impact on the demand for consumer review particularly with respect to online review sites. We may rely heavily on small and medium-sized businesses, which often have limited budgets and may be disproportionately affected by economic downturns. In addition, such business may view online consumer review forums as a low priority.

13 Table of Contents

As is typical in our industry, businesses generally do not have long-term obligations to purchase our services. Their decisions to renew depend on the degree of satisfaction with our services as well as a number of factors that are outside of our control, including their ability to continue their operations and spending levels. Small and medium-sized local businesses in particular have historically experienced high failure rates. As a result, we may experience attrition in our advertisers in the ordinary course of business resulting from several factors, including losses to competitors, declining budgets, closures and bankruptcies. To grow our business, we must continually add new company accounts to replace company accounts who choose not to renew their listing or who go out of business or otherwise fail to fulfill any contracts with us, which we may not be able to do.

If we fail to further develop our markets effectively, including international markets where we may have limited operating experience and may be subject to increased risks, our revenue and business will be harmed.

We intend to further develop our operations both domestically and abroad. Our current and future plans will require significant resources and management attention, and the returns on such investments may not be achieved for several years, or at all. Our communities in many of the largest markets in North America are in a relatively late stage of development, and further development of smaller markets may not yield similar results. As a result, our continued growth depends on our ability to successfully develop potential international communities and operations. We have no operating history in international markets, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. If we are not able to develop our international markets as we expect, or if we fail to address the needs of those markets, our business will be negatively impacted.

Expanding our international operations may also subject us to risks that we have not faced before or that increase our exposure to risks that we currently face, including risks associated with: (i) operating a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, regulatory systems and commercial infrastructures; (ii) recruiting and retaining qualified, multi-lingual employees, including sales personnel; (iii) increased competition from local websites and guides, and potential preferences by local populations for local providers; (iv) potentially lower levels of demand and user engagement; (v) our ability to achieve prominent display of our content in unpaid search results, which may be more difficult in newer markets where we may have less content and more competitors than in more established markets; (vi) providing solutions in different languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant in different countries; (vii) compliance with applicable foreign laws and regulations, including different privacy, censorship and liability standards; (viii) the enforceability of our intellectual property rights; (ix) credit risk and higher levels of payment fraud; (x) currency exchange rate fluctuations; (xi) compliance with anti-bribery laws, including but not limited to the Foreign Corrupt Practices Act and the U.K. Bribery Act; (xii) foreign exchange controls that might prevent us from repatriating cash earned outside the United States; (xiii) political and economic instability in some countries; (xiv) double taxation of our international earnings and potential adverse tax consequences due to changes in the tax laws of the United States or foreign jurisdictions in which we operate; and (xv) higher costs of doing business internationally.

We may rely on third-party service providers and strategic partners for many aspects of our business, and any failure to maintain these relationships could harm our business.

We may rely on relationships with various third parties to grow our business, including strategic partners and technology and content providers. For example, we may rely on third parties for data about local businesses, mapping functionality, payment processing and administrative software solutions. Identifying, negotiating and maintaining relationships with third parties require significant time and resources, as does integrating their data, services and technologies onto our platform. It is possible that these third parties may not be able to devote the resources we expect to the relationships. We may also have competing interests and obligations with respect to our partners in particular, which may make it difficult to maintain, grow or maximize the benefit for each partnership.

14 Table of Contents

If our relationships with our partners and providers deteriorate, we could suffer increased costs and delays in our ability to provide consumers with content or similar services. We may have disagreements or disputes with our partners about our respective contractual obligations, which could result in legal proceedings or negatively affect our brand and reputation. In addition, we will exercise limited control over our third-party partners and vendors, which makes us vulnerable to any errors, interruptions or delays in their operations. If these third parties experience any service disruptions, financial distress or other business disruption, or difficulties meeting our requirements or standards, it could make it difficult for us to operate some aspects of our business. Any disruption or problems with a supplier or its services could have an adverse effect on our reputation, results of operations and financial results. Similarly, upon expiration or termination of any of our agreements with third-party providers, we may not be able to replace the services provided to us in a timely manner or on terms that are favorable to us, if at all, and a transition from one partner or provider to another could subject us to operational delays and inefficiencies.

Our business depends on strong branding, and any failure to maintain, protect and/or enhance our brand would hurt our ability to retain and expand our base of users and advertisers, as well as our ability to increase the frequency with which they use our platform.

We are in the early process of developing a strong brand that we believe will contribute significantly to the success of our business. Maintaining, protecting and enhancing the “flooidCX,” “Resolution1” and “Gripevine” brands are critical to expanding our base of users and increasing the frequency with which they will use our solutions. Our ability to do so will depend largely on our ability to maintain consumer trust in our platform and in the quality and integrity of the user content and other information found on our site, which we may not do successfully, and which may also affect our ability to create advertising revenues. We plan on dedicating significant resources to these goals, primarily through our artificial intelligence (AI) suggestion software, sting operations targeting the buying and selling of reviews, our consumer alerts program, coordination with consumer protection agencies and law enforcement, and, in certain egregious cases, taking legal action against business we believe to be engaged in deceptive practices. We also endeavor to remove content from our platform that violates our terms of service.

Despite these efforts, we cannot guarantee that each of the proposed numerous reviews on our platform have been recommended and are useful or reliable or that consumers will trust the integrity of our content. For example, if our AI suggestion software does not recommend helpful content or recommends unhelpful content, consumers and businesses alike may stop or reduce their use of our platform and products. Some consumers and businesses may express concern that our technology either recommends too many reviews, thereby recommending some reviews that may not be legitimate, or too few reviews, thereby not recommending some reviews that may be legitimate. If consumers do not believe our recommended reviews to be useful and reliable, they may seek other services to obtain the information for which they are looking and may not return to our platform as often in the future, or at all. This would negatively impact our ability to retain and attract users and advertisers and the frequency with which they use our platform.

Consumers may also believe that the reviews, photos and other user content contributed by our company clients or other employees are influenced by any contractual relationships or are otherwise biased. Although we will take steps to prevent this from occurring, we may not be successful in our efforts to maintain consumer trust. Similarly, the actions of any future partners may affect our brand if users do not have a positive experience on the flooidCX and Gripevine Platforms. If others misuse our brand or pass themselves off as being endorsed or affiliated with us, it could harm our reputation and our business could suffer. Our website and mobile app also serve as a platform for expression by our users, and third parties or the public at large may also attribute the political or other sentiments expressed by users on our platform to us, which could harm our reputation.

Maintaining and enhancing our brand may also require us to make substantial investments, and these investments may not be successful. For example, our trademarks are an important element of our brand. We may face in the future oppositions from third parties to our applications to register key trademarks in foreign jurisdictions in which we expect to expand our presence. If we are unsuccessful in defending against these oppositions, our trademark applications may be denied. Whether or not our trademark applications are denied, third parties may claim that our trademarks infringe their rights. As a result, we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand in certain jurisdictions. Doing so could harm our brand recognition and adversely affect our business. If we fail to maintain and enhance our brand successfully, or if we incur excessive expenses in this effort, our business and financial results may be adversely affected.

15 Table of Contents

The customer experience is our highest priority. Our dedication to making decisions based primarily on the best interests of customers may cause us to forgo short-term gains and advertising revenue.

We base many of our decisions on the best interests of the businesses and consumers who use or may use our platform. We may in the future forgo, certain expansion or revenue opportunities that we do not believe are in the best interests of these users, even if such decisions negatively impact our results of operations in the short term. Our approach of putting our customers first may negatively impact our relationship with others, such as prospective advertisers. For example, unless we believe that a review violates our terms of service, such as reviews that contain hate speech or bigotry, we will allow the review to remain on our platform, even if the business disputes its accuracy. However, consumers must respond to any business that is proactive in engaging in order to come to an amicable resolution with any negative review the consumer has posted and if there is no response by the consumer then the business has an option to “flag as fake” any review it deems as inaccurate or fake. This initiative is only activated if the consumer refuses to connect with the company in order to try and resolve a negative review. Even with our flag as fake option, certain advertisers may still perceive us as an impediment to their success as a result of negative reviews and ratings. This practice could result in a loss of advertisers, which in turn could harm our results of operations. However, we believe that this approach has been essential to our success in attracting users and increasing the frequency with which they use our platform. As a result, we believe this balanced approach will served the long-term interests of our company and our stakeholders and will continue to do so in the future.

We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified team members, our business could be harmed.

We believe our success will depend on the efforts and talents of our team members, including our senior management team, software engineers, marketing professionals and advertising sales team. At present, all our officers and team members are at-will contractors, which means they may terminate their business relationship with us at any time, and their knowledge of our business and industry could be extremely difficult to replace. Any changes in our senior management team in particular may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively or execute our plans and strategies on a timely basis, our business could be harmed.

Our future also depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled team members. Identifying, recruiting, training and integrating new hires will require significant time, expense and attention, and qualified individuals are in high demand; as a result, we may incur significant costs to attract them before we can validate their productivity. Volatility in the price of our common stock may make it more difficult or costly in the future to use equity compensation to motivate, incentivize and retain our team members or future employees. If we fail to manage our hiring needs effectively, our efficiency and ability to meet our forecasts, as well as team member morale, productivity and retention, could suffer, and our business and operating results could be adversely affected.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

Under accounting principles generally accepted in the United States, or GAAP, we will review our intangible assets for impairment when events or changes in circumstances indicate the carrying value of our goodwill and other intangible assets may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered include declines in our stock price, market capitalization and future cash flow projections. If future acquisitions do not yield expected returns, our stock price declines or any other adverse change in market conditions occurs, a change to the estimation of fair value could result. Any such change could result in an impairment charge to our goodwill and intangible assets, particularly if such change impacts any of our critical assumptions or estimates, and may have a negative impact on our financial position and operating results.

16 Table of Contents

Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial position and results of operations.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Our existing corporate structure and wholly-owned subsidiary have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the tax benefits that we intend to eventually derive could be undermined due to changing tax laws. In particular, the current U.S. administration and key members of Congress have made public statements indicating that tax reform is a priority, resulting in uncertainty not only with respect to the future corporate tax rate, but also the U.S. tax consequences of income derived from income related to intellectual property earned overseas in low tax jurisdictions. Certain changes to U.S. tax laws, including limitations on the ability to defer U.S. taxation on earnings outside of the United States until those earnings are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could affect the tax treatment of our foreign earnings. In addition, many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in many countries where we do business. Due to the expanding scale of our international business activities, any changes in the taxation of such activities may increase our worldwide effective tax rate and harm our financial position and results of operations.

In addition, the taxing authorities in the United States and other jurisdictions where we do business regularly examine our income and other tax returns. The ultimate outcome of these examinations cannot be predicted with certainty. Should the IRS or other taxing authorities assess additional taxes as a result of examinations, we may be required to record charges to our operations, which could harm our business, operating results and financial condition.

RISKS RELATED TO OUR TECHNOLOGY

Our business is dependent on the uninterrupted and proper operation of our technology and network infrastructure. Any significant disruption in our service could damage our reputation, result in a potential loss of users and engagement and adversely affect our results of operations.

It is important to our success that users in all geographies be able to access our platform at all times. We may experience in the future service disruptions, outages and other performance problems. Such performance problems may be due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints due to an overwhelming number of users accessing our platform simultaneously. Our platform and services are highly technical and complex, and may contain errors or vulnerabilities that could result in unanticipated downtime for our platform and harm to our reputation and business. Users may also use our products in unanticipated ways that may cause a disruption in service for other users attempting to access our platform. We may encounter such difficulties more frequently as we acquire companies and incorporate their technologies into our service. It may also become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times, as our products become more complex and our user traffic increases.

In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If our platform is unavailable when users attempt to access it, or it does not load as quickly as they expect, users may seek other services to obtain the information for which they are looking and may not return to our platform as often in the future, or at all. This would negatively impact our ability to attract users and advertisers and increase the frequency with which they use our platform. We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

Although the majority of our infrastructures and platform are cloud based hosted, our systems are still vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, fires, floods, power losses, telecommunications failures, cyber or terrorist attacks and similar events. Acts of terrorism, which may be targeted at metropolitan areas that have higher population densities than rural areas where our infrastructures are hosted, could cause disruptions within our infrastructures or our advertisers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the New York City, New York and/or Oakville, Ontario area, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Our disaster recovery program both internal and cloud based will contemplate transitioning our platform and data to a backup center in the event of a catastrophe. Although this program is not yet functional, if our primary data center shuts down, there will be a period of time that our services will remain shut down while the transition to the back-up data center takes place. During this time, our platform may be unavailable in whole or in part to our users.

17 Table of Contents

If our security measures are compromised, or if our platform is subject to cyber security attacks that degrade or deny the ability of users to access our content, users may curtail or stop use of our platform.

Our platform involves the storage and transmission of user and business information, some of which may be private, and security breaches could expose us to a risk of loss of this information, which could result in potential liability and litigation. Security breaches such as cyber-attacks, computer viruses, break-ins, malware, phishing attacks, attempts to overload servers with denial-of-service or other attacks and similar disruptions from unauthorized use of computer systems have become more prevalent in our industry, have occurred on our systems in the past and are expected to occur periodically on our systems in the future. We may be a particularly compelling target for such attacks as a result of our brand recognition. User and business owner accounts and listing pages could be hacked, hijacked, altered or otherwise claimed or controlled by unauthorized persons. For example, we enable businesses to create online accounts and each of their business locations. Although we take steps to confirm that the person setting up the account is affiliated with the business, our verification systems could fail to confirm that such person is an authorized representative of the business, or mistakenly allow an unauthorized person to claim the business’s listing page. In addition, we face risks associated with security breaches affecting our third-party partners and service providers. A security breach at any such third party could be perceived by consumers as a security breach of our systems and result in negative publicity, damage to our reputation and expose us to other losses.

Future disruptions could lead to interruptions, delays or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information. Even if we experience no significant shutdown or no critical data is lost, obtained or misused in connection with an attack, the occurrence of such attack or the perception that we are vulnerable to such attacks may harm our reputation, our ability to retain existing users and our ability to attract new users. Although we will develop systems and processes that are designed to protect our data and prevent data loss and other security breaches, the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, often are not recognized until launched against a target or long after, and may originate from less regulated and more remote areas around the world. As a result, these preventative measures may not be adequate and we cannot provide assurances that they will provide absolute security.

Any or all of these issues could negatively impact our ability to attract new users, deter current users from returning to our platform, cause potential advertisers to cancel their contracts or subject us to third-party lawsuits or other liabilities. For example, we will work with a third-party vendor to process credit card payments and are subject to payment card association operating rules. Compliance with applicable operating rules will not necessarily prevent illegal or improper use of our payment systems, or the theft, loss or misuse of payment information, however. If our security measures fail to prevent fraudulent credit card transactions and protect payment information adequately as a result of employee error, malfeasance or otherwise, or we fail to comply with the applicable operating rules, we could be liable to the users and businesses for their losses, as well as the vendor under our agreement with it, and be subject to fines and higher transaction fees. In addition, government authorities could also initiate legal or regulatory actions against us in connection with such incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices.

Some of our features may contain open source software, which may pose particular risks to our proprietary software and solutions.

We may use open source software in our services, presently and in the future. From time to time, we may face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software (which could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business and operating results.

18 Table of Contents

We may rely on data from both internal tools and third parties to calculate certain performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We intend to implement and track certain performance metrics – including the number of unique devices accessing our mobile app in a given period, page views and calls and clicks for directions and map views – with internal tools, which are not independently verified by any third party. Our internal tools may have a number of limitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including key metrics that we report. For example, our metrics may be affected by mobile applications that automatically contact our servers for regular updates with no discernable user action involved; this activity can cause our system to count the device associated with the app as a unique app device in a given period. If the internal tools we use to track these metrics over- or under-count performance or contain algorithm or other technical errors, the data we report may not be accurate. In addition, limitations or errors with respect to how we measure data may affect our understanding of certain details of our business, which could affect our longer-term strategies.

In addition, certain of our key metrics – the number of our desktop unique visitors and mobile website unique visitors – maybe calculated relying on data from third parties. While these numbers might be based on what we believe to be reasonable calculations for the applicable periods of measurement, our third-party providers may periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and software errors. We expect these challenges to continue to occur, and potentially to increase as our traffic grows.

There may also be inherent challenges in measuring usage across our future user base around the world. For example, because these metrics are based on users with unique cookies, an individual who accesses our website from multiple devices with different cookies may be counted as multiple unique visitors, and multiple individuals who access our website from a shared device with a single cookie may be counted as a single unique visitor. In addition, although we will be implementing technology designed to block low-quality traffic, such as robots, spiders and other software, we may not be able to prevent all such traffic. For these and other reasons, the present and/or future calculations of our desktop unique visitors and mobile website unique visitors may not accurately reflect the number of people actually using our platform.

Our measures of traffic and other key metrics may differ from estimates published by third parties (other than those whose data we use to calculate our key metrics) or from similar metrics of our competitors. We will be continually seeking ways to improve our ability to measure these key metrics, and regularly review our processes to assess potential improvements to their accuracy. However, if our users, advertisers, partners and stockholders do not perceive our metrics to be accurate representations, or if we discover material inaccuracies in our metrics, our reputation may be harmed.

RISKS RELATED TO REGULATORY COMPLIANCE AND LEGAL MATTERS

We are, and may be in the future, subject to disputes and assertions by third parties that we violate their rights. These disputes may be costly to defend and could harm our business and operating results.

We may face from time to time in the future, allegations that we have violated the rights of third parties, including patent, trademark, copyright and other intellectual property rights, and the rights of current and former team members and/or future employees, users and business owners. The nature of our business also exposes us to claims relating to the information posted on our platform, including claims for defamation, libel, negligence and copyright or trademark infringement, among others. Businesses may in the future claim that we are responsible for the defamatory reviews posted by our users. We expect claims like these to potentially increase in proportion to the amount of content on our platform. In some instances, we may elect or be compelled to remove the content that is the subject of such claims or may be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these claims. If we elect or are compelled to remove content from our platform, our products and services may become less useful to consumers and our traffic may decline, which would have a negative impact on our business.

We are also regularly exposed to claims based on allegations of infringement or other violations of intellectual property rights. Companies in the Internet, technology and media industries own large numbers of patent and other intellectual property rights, and frequently enter into litigation. Various “non-practicing entities” that own patents and other intellectual property rights also often aggressively attempt to assert their rights in order to extract value from technology companies. From time to time, we may receive notice letters from patent holders alleging that certain of our products and services infringe their patent rights. While we intend to pursue patent applications, we do not currently have any issued patents, and the contractual restrictions and trade secrets that protect our proprietary technology provide only limited safeguards against infringement. This may make it more difficult to defend certain of our intellectual property rights, particularly related to our core business.

19 Table of Contents

We expect other claims to be made against us in the future, and as we face increasing competition and gain an increasingly high profile, we expect the number of claims against us to accelerate. The results of litigation and claims to which we may be subject cannot be predicted with any certainty. Even if the claims are without merit, the costs associated with defending against them may be substantial in terms of time, money and management distraction. In particular, patent and other intellectual property litigation may be protracted and expensive, and the results may require us to stop offering certain features, purchase licenses or modify our products and features while we develop non-infringing substitutes, or otherwise involve significant settlement costs. The development of alternative non-infringing technology or practices could require significant effort and expense or may not be feasible. Even if claims do not result in litigation or are resolved in our favor without significant cash settlements, such matters, and the time and resources necessary to resolve them, could harm our business, results of operations and reputation.

Our business is subject to complex and evolving U.S., Canadian and potentially other foreign regulations and other legal obligations related to privacy, data protection and other matters. Our actual or perceived failure to comply with such regulations and obligations could harm our business.

We are subject to a variety of laws in the United States and Canada that involve matters central to our business, including laws regarding privacy, data retention, distribution of user-generated content and consumer protection, among others. For example, because we will receive, store and process personal information and other user data, including credit card information, we will be subject to numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data. We are also subject to a variety of laws, regulations and guidelines that regulate the way we distinguish paid search results and other types of advertising from unpaid search results.

The application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. For example, we rely on laws limiting the liability of providers of online services for activities of their users and other third parties. In the future, these laws could be tested by any number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, any present and/or future ads posted or any present and/or future content provided by users. It is difficult to predict how existing laws will be applied to our business, and if our business grows and evolves and our solutions are used in a greater number of countries, we will also become subject to laws and regulations in additional jurisdictions, which may be inconsistent with the laws of the jurisdictions to which we are currently subject. For example, the risk related to liability for third-party actions may be greater in certain jurisdictions outside the United States where our protection from such liability may be unclear.

It is also possible that the interpretation and application of various laws and regulations may conflict with other rules or our practices, such as industry standards to which we adhere, our privacy policies and our privacy-related obligations to third parties (including, in certain instances, voluntary third-party certification bodies). Similarly, our business could be adversely affected if new legislation or regulations are adopted that require us to change our current practices or the design of our platform, products or features. For example, regulatory frameworks for privacy issues are currently in flux worldwide and are likely to remain so for the foreseeable future due to increased public scrutiny of the practices of companies offering online services with respect to personal information of their users. The U.S. government, including the White House, the Federal Trade Commission, the Department of Commerce and many state governments are reviewing the need for greater regulation of the collection, processing, storage and use of information about consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. The European Commission recently approved a new safe harbor program, the E.U.-U.S. Privacy Shield, covering the transfer of personal data from the European Union to the United States, and a new general data protection regulation is expected to take effect in the European Union by 2018, each of which may be subject to varying interpretations and evolving practices, which would create uncertainty for us and possibly result in significantly greater compliance burdens for companies such as us with users and operations in Europe. Changes like these could increase our administrative costs and make it more difficult for consumers to use our platform, resulting in less traffic and revenue. Such changes could also make it more difficult for us to provide effective advertising tools to businesses on our platform, resulting in fewer advertisers and less revenue.

20 Table of Contents

We believe that our policies and practices will comply with applicable laws and regulations. However, if our belief proves incorrect, if these guidelines, laws or regulations or their interpretations change or new legislation or regulations are enacted, or if the third parties with whom we share user information fail to comply with such guidelines, laws, regulations or their contractual obligations to us, we may be forced to implement new measures to reduce our legal exposure. This may require us to expend substantial resources, delay development of new products or discontinue certain products or features, which would negatively impact our business. For example, if we fail to comply with our privacy-related obligations to users or third parties, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, we may be compelled to provide additional disclosures to our users, obtain additional consents from our users before collecting or using their information or implement new safeguards to help our users manage our use of their information, among other changes. We may also face litigation, governmental enforcement actions or negative publicity, which could cause our users and advertisers to lose trust in us and have an adverse effect on our business. Internal resources expended and expenses incurred in connection with inquiries and their resolutions could result in negative publicity and adversely affect our reputation and brand. Responding to and resolving any future litigation, investigations, settlements or other regulatory actions may require significant time and resources, and could diminish confidence in and the use of our products.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the exchange in which we will be listed and other applicable securities rules and regulations. Compliance with these rules and regulations has increased, and will likely continue to increase, our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and place significant strain on our personnel, systems and resources. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time. This could result in continuing uncertainty regarding compliance matters, higher administrative expenses and a diversion of management’s time and attention. Further, if our compliance efforts differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a public company that is subject to these rules and regulations also makes it more expensive for us to obtain and retain director and officer liability insurance, and we may in the future be required to accept reduced coverage or incur substantially higher costs to obtain or retain adequate coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.

Failure to protect or enforce our intellectual property rights could harm our business and results of operations.

We regard the protection of our patent pending applications, trade secrets, copyrights, trademarks and domain names as critical to our success. In particular, we must maintain, protect and enhance the “flooidCX” and “Gripevine” brands. We may pursue the registration of our domain names, trademarks and service marks through-out the United States and in certain jurisdictions, within North America including Canada. We will strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We will typically enter into confidentiality and invention assignment agreements with our team members, future employees and contractors, as well as confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we will take to protect our intellectual property may not prevent the misappropriation or disclosure of our proprietary information or deter independent development of similar technologies by others.

Effective trade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending our rights. Seeking protection for our intellectual property, including trademarks and domain names, is an expensive process and may not be successful, and we may not do so in every location in which we operate. Litigation may become necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. For example, we may incur significant costs in enforcing our trademarks against those who attempt to imitate our “flooidCX” and/or “Gripevine” brands. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results.

21 Table of Contents

We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.

We have registered domain names for the websites that we use in our business, such as flooidcx.com and Gripevine.com. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable registration or any other cause, we may be forced to market our products under a new domain name, which could cause us substantial harm or cause us to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered by others in the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

Our officers and directors and insiders own approximately 39.2% of the total issued and outstanding shares of our common stock and 100% of the shares of Series A preferred stock, and will be able to influence control of us or decisions made by our management.

As of June 15, 2022, our officers, directors and insiders owned approximately 39.2% of the total issued and outstanding shares of our common stock and 100% of the shares of our Series A preferred stock and will be able to influence control of us or decision making by our management. Moreover, in the event future issuances of common stock are authorized by the Board of Directors pursuant to any future contractual relations, the officers, directors and insiders’ control of us will increase. This may result in majority control of the voting power for all business decisions.

Our Articles of Incorporation authorize 20,000,000 shares of blank check preferred stock thus providing the Board of Directors to create rights and preferences for designated shares, possibly including super voting rights. We designated 1,000,000 of the shares of blank check preferred stock as Series A. The 1,000,000 shares of Series A preferred stock were issued to our Chief Executive Officer/President, which provides for voting rights of 200 to one. Pursuant to Nevada law and our bylaws, the holders of a majority of our voting stock may authorize or take corporate action with only a notice provided to our stockholders. A stockholder vote may not be made available to our minority stockholders, and in any event, a stockholder vote would be controlled by the majority stockholders. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Nevada law and our Articles of Incorporation may protect our directors from certain types of lawsuits.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

22 Table of Contents

Our share price may highly likely be volatile, which substantially increases the risk that you may not be able to sell your shares at or above the price that you may pay for the shares.

The trading price of our common stock may highly likely be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report, factors that may cause volatility in our share price include: (i) actual or anticipated fluctuations in our financial condition and operating results; (ii) changes in projected operating and financial results; (iii) announcements of technological innovations or new offerings by us or our competitors; (iv) actual or anticipated changes in our growth rate relative to our competitors; (v) announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments; (vi) additions or departures of key personnel; (vii) actions taken by securities analysts who may cover our company, such as publishing research or forecasts about our business (and our performance against such forecasts), changing the rating of our common stock or ceasing coverage of our company; (viii) investor sentiment with respect to our competitors, business partners and industry in general; (ix) reporting on our business by the financial media, including television, radio and press reports and blogs; (x) fluctuations in the value of companies perceived by investors to be comparable to us; (xi) changes in the way we measure our key metrics; (xii) sales of our common stock; (xii) changes in laws or regulations applicable to our solutions; (xiii) share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and (xiv) general economic and market conditions such as recessions, interest rate changes or international currency fluctuations.

Furthermore, the stock markets have recently experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We could be the target of additional litigation of this type in the future. Securities litigation against us could result in substantial costs and divert our management’s time and attention from other business concerns, which could harm our business.

We do not intend to pay dividends for the foreseeable future, and as a result, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize future gains on their investments.

Future sales of our common stock in the public market could cause our share price to decline.

Sales of a substantial number of shares of our common stock in the public market, particularly sales by our directors, officers, employees and significant stockholders, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. As of June 15, 2022, we have 2,020,871 shares of common stock issued and outstanding of which 1,328,284 shares are restricted and 692,587 shares are free-trading.

There has only recently been an active trading market for our shares of common stock and if an active trading market does not continue to develop, purchasers of our shares may be unable to sell them publicly.

Our shares of common stock only recently started trading actively. We do not know if an active trading market will continue to develop. An active market will not develop unless broker-dealers develop interest in trading our shares, and we may be unable to generate interest in our shares among broker-dealers until we generate meaningful revenues and profits from operations. Until that time occurs, if it does at all, purchasers of our shares may be unable to sell them publicly. In the absence of an active trading market: (i) investors may have difficulty buying and selling our shares or obtaining market quotations; (ii) market visibility for our common stock may be limited; and (iii) a lack of visibility for our common stock may depress the market price for our shares.

Moreover, the market price for our shares is likely to be highly volatile and subject to wide fluctuations in response to various factors, including the following: (i) actual or anticipated fluctuations in our quarterly operating results and revisions to our expected results; (ii) changes in financial estimates by securities research analysts; (iii) conditions in the market for our products; (iv) changes in the economic performance or market valuations of companies specialized in our sector; (v) announcements by us or our competitors of new services, strategic relationships, joint ventures or capital commitments; (vi) addition or departure of key personnel; (vii) litigation related to any intellectual property; and (viii) sales or perceived potential sales of our shares.

23 Table of Contents

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares. Furthermore, in the past, following periods of volatility in the market price of a public company’s securities, shareholders have frequently instituted securities class action litigation against that company. Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources.

Our common stock is considered to be “Penny Stock”.

Our common stock is considered to be a “penny stock” because it meets one or more of the definitions in Rule 3a51-1 promulgated under Section 3(a)(51) of the Securities Exchange Act of 1934, as amended. These include but are not limited to, the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

Broker-Dealer requirements may affect trading and liquidity.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stocks.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

24 Table of Contents

Sales of our common stock relying upon Rule 144 may depress prices in the market for our common stock by a material amount.

Securities saleable pursuant to the Rule 144 exemption from registration may only be resold if all of the requirements of Rule 144 have been met, including, but not limited to, the requirement that the issuer of the securities have made available all required public information. There is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e. a stockholder who has not been an officer, director or control person for at least 90 days immediately preceding the date of sale) after the restricted securities have been held by the owner for a period of at least six months, provided that we are current in our disclosure reporting obligations.

When our shareholders have met the required holding period imposed by Rule 144 under the Securities Act, there is a significant risk that sales under Rule 144 or under any other exemption from the Securities Act or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of our common stock in the over-the-counter market, especially in situations where a large volume of shares is offered for sale at the same time.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As a public reporting company, we are in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, the internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Our management will be required to report on internal controls over financial reporting under Section 404. If we fail to achieve and maintain the adequacy of internal controls, we would not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Moreover, our testing, or the subsequent testing by our independent registered public accounting firm, that must be performed may reveal other material weaknesses or that the material weaknesses described above have not been fully remediated. If we do not remediate the material weaknesses described above, or if other material weaknesses are identified or we are not able to comply with the requirements of Section 404 in a timely manner, our reported financial results could be materially misstated or could subsequently require restatement, we could receive an adverse opinion regarding our internal controls over financial reporting from our independent registered public accounting firm and we could be subject to investigations or sanctions by regulatory authorities, which would require additional financial and management resources, and the market price of our stock could decline.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

As of the date of this Annual Report, we do not have any unresolved staff comments from the Securities and Exchange Commission.

25 Table of Contents

ITEM 2. PROPERTIES.

~~There~~The Company is ~~currently~~in ~~one~~the ~~lease~~process ~~regarding~~of ~~principal~~transferring ~~office space~~title, ~~1282A~~expected ~~Cornwall~~to ~~Road.~~be ~~The~~delivered ~~lease~~in ~~agreement~~June ~~ended~~of by2025, ~~its~~for ~~term~~a in168-acre ~~2020. Beginning January 1~~laboratory, ~~2021,~~magnetics ~~the~~recycling ~~Company~~and ~~entered~~processing ~~into~~facility, including a ~~month-to-month~~laboratory, ~~lease arrangement~~ at a225 ~~cost~~Lane of13, $4Powell,~~740~~ ~~per month~~Wyoming.

The Company is in the process of transferring title, expected to be delivered in June of 2025 for 52 acres of industrial property with a 2,400 sq ft office building located in Byron, Wyoming. The Company operates its executive offices at 3960 Howard Hughes Parkway Suite 500, Las Vegas, Nevada 89169, its Laboratories are located at 7543 E Tierra Buena Lane, Scottsdale, AZ 85260, and additional laboratories and fabrication facilities at 7464 E Tierra Buena Lane, Scottsdale, Arizona 85260.

ITEM 3. LEGAL PROCEEDINGS.

As of the date of this ~~Annual~~ Report, management is not aware of any legal proceedings contemplated by any ~~governmental~~government authority or any other party involving us or our properties. As of the date of this ~~Annual~~ Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

269 Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~MARKET~~Market ~~INFORMATION~~Information

AsOn ofMarch ~~June 15~~4, ~~2022~~2015, ~~there are 2,020,871 outstanding shares of~~ our ~~common stock of which approximately 1,328,284~~ shares ~~are~~were ~~restricted~~listed ~~securities~~for astrading ~~that~~on ~~term~~the isOTC ~~defined~~Electronic inBulletin ~~Rule~~Board ~~144~~(OTCBB) under the ~~Securities~~symbol ~~Act of 1933, as amended (the~~ “~~Securities Act~~BXRO”). ~~Although~~Our ~~the~~trading ~~Securities~~symbol ~~Act~~was ~~and~~changed ~~Rule~~to ~~144~~“GRPV” ~~place certain prohibitions~~ on ~~the~~February ~~sale of restricted securities~~1, ~~restricted~~2017 ~~securities~~and ~~may~~then beto ~~sold~~“FLCX” ~~into~~on ~~the~~March ~~public market under certain conditions~~15, ~~including~~2019. soThe ~~long~~market ~~as those shares have been held~~ for ~~over~~our ~~six~~common ~~months~~stock ~~or,~~is inlimited ~~some~~and ~~cases,~~can ~~one~~be ~~year~~volatile.

On March 4, 2015, our shares were listed for trading on the OTC Electronic Bulletin Board (OTCBB) under the symbol “BXRO”. Our trading symbol was changed to “GRPV” on February 1, 2017 and then to “FLCX” on March 15, 2019. Our shares of common stock commenced with nominal activity on the OTCQB approximately February 2017. The market for our common stock is limited and can be volatile. The following table sets forth the high and low bid prices relating to the common stock on a quarterly basis for the last two completed fiscal years as quoted by OTCMarkets stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions, but give effect to the 1-for-85 reverse stock split.Holders

2021 - 2022 Fiscal Year	High Bid		Low Bid
Fourth Quarter (12/1/2021 – 2/28/2022)	$	0.60	$	0.08
Third Quarter (9/1/2021 – 11/30/2021)	$	0.60	$	0.33
Second Quarter (6/1/2021 – 8/31/2021)	$	0.61	$	0.33
First Quarter (3/1/2021 – 5/31/2021)	$	1.50	$	0.52
2020 - 2021 Fiscal Year	High Bid		Low Bid
Fourth Quarter (12/1/2020 – 2/28/2021)	$	2.29	$	0.48
Third Quarter (9/1/2020 – 11/30/2020)	$	1.69	$	0.42
Second Quarter (6/1/2020 – 8/31/2020)	$	6.29	$	1.19
First Quarter (3/1/2020 – 5/31/2020)	$	4.25	$	0.85

As of December 31, 2023, an aggregate of 49,166,697 shares of common stock were issued and outstanding and were owned by approximately 210 holders of record based on information provided by our transfer agent.

As of June 15, 2022, an aggregate of 2,020,871 shares of common stock were issued and outstanding and were owned by approximately 99 holders of record based on information provided by our transfer agent. Dividends

~~DIVIDENDS~~We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We currently plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares with the expectation that you will receive dividends in the foreseeable future.

We10 ~~have~~Table never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.Contents

27Securities ~~Table~~Authorized offor ~~Contents~~Issuance Under Equity Compensation Plans

~~SECURITIES~~As ~~AUTHORIZED~~of ~~FOR~~the ~~ISSUANCE~~end ~~UNDER~~of ~~EQUITY~~the ~~COMPENSATION~~most ~~PLANS~~recently completed fiscal year, there were no securities authorized for issuance under equity compensation plans.

AsTransfer ofAgent ~~the~~and ~~end of the most recently completed fiscal year, the following were authorized for issuance under equity compensation plans:~~Registrar

~~Equity~~Our ~~Compensation~~transfer ~~Plan~~agent ~~Information~~and registrar is VStock Transfer located at 18 Lafayette Place, Woodmere, New York 11598.

Plan Category	Number ofsecurities tobe issueduponexerciseof outstandingoptions,warrantsand rights		Weighted-averageexerciseprice ofoutstandingoptions,warrantsand rights		Number of securitiesremaining available forfutureissuanceunderequity compensationplans (excluding securitiesreflected in column (a))
Equity compensation plans approved by security holders		353,956	$	17.00		234,279
Equity compensation plans not approved by security holders		0	$	--		0
Total		353,956				234,279

Issuer Purchases of Securities

~~RECENT SALES OF UNREGISTERED SECURITIES~~None.

~~During~~ITEM ~~last~~6. ~~quarter~~SELECTED ofFINANCIAL ~~the fiscal year ended February 28, 2022, we authorized the issuance of 109,380 shares of common stock with a fair value of $9,844 to the COO of the Company for past services~~DATA.

~~TRANSFER~~Not ~~AGENT AND REGISTRAR~~applicable.

~~Our~~ITEM ~~transfer~~7. ~~agent~~MANAGEMENT’S ~~and~~DISCUSSION ~~registrar~~AND isANALYSIS ~~Globex~~OF ~~Transfer,~~FINANCIAL ~~LLC,~~CONDITION ~~780~~AND ~~Deltona~~RESULTS ~~Blvd.,~~OF ~~Suite 202, Deltona, Florida 32725.~~ OPERATIONS

~~ISSUER~~RESULTS ~~PURCHASES~~ OF ~~SECURITIES~~OPERATIONS

~~None.~~Overview

~~ITEM~~The 6following discussion should be read in conjunction with our audited financial statements and the related notes that appear under Item 8 in this Report on Form 10-K. ~~SELECTED~~The ~~FINANCIAL~~following ~~DATA~~discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report on Form 10-K. The consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Not~~Years ~~applicable.~~Ended December 31, 2023 and Ten Months Ended 2022

~~ITEM~~Our 7.financial ~~MANAGEMENT’S~~results ~~DISCUSSION~~for ~~AND~~the ~~ANALYSIS~~years OFended ~~FINANCIAL~~December ~~CONDITION~~31, ~~AND~~2023 ~~RESULTS~~and OFten ~~OPERATIONS~~months ended December 31, 2022 are summarized as follows:

RESULTS OF OPERATIONS

	For the Year Ended December 31, 2023			For the Ten Months Ended December 31,2022

Revenue	$	6,500,000		$	-

Operating Expenses
General and Administrative		484,429			33,506
Total Operating Expenses		484,429			33,506

Operating Income (Loss)		6,015,571			(33,506	)

Other Income (Expense)		(5,221,894	)		193,701

Net Income from Continuing Operations		793,677			160,195

Net Loss from Discontinued Operations		-			(173,201	)

Net Income (Loss)	$	793,677		$	(13,006	)

~~Overview~~11 Table of Contents

The following discussion should be read in conjunction with our audited combined financial statements and the related notes that appear under Item 8 in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report on Form 10-K. The combined financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.Revenue

28 Table of Contents

For the Year

Ended

December 31,

2023

For the Ten

Months Ended

December 31,

2022

Revenue

6,500,000

~~Fiscal~~We ~~Year~~generated ~~Ended~~revenues ~~February~~of 28$6,500,000 ~~2022~~and ~~Compared~~$0 tofor ~~Fiscal~~the ~~Year~~years ~~Ended~~ended ~~February~~December 2831, ~~2021~~2023 and 2022, respectively.

~~Revenue.~~During Wethe ~~generated~~fourth ~~revenues~~quarter of ~~$53~~2023,~~710~~ ~~for~~flooid/Quantum ~~the~~sold ~~fiscal~~both ~~year~~exclusive ~~ended~~and ~~February~~non-exclusive 28Licensed Distributorships, ~~2022~~including exclusive Licensed Distributorships in Eastern Canada, asto ~~compared~~Canadian Energy Partners, Ltd; in the State of Washington, to ~~$79~~Aesir Energy,~~520~~ LLC; and in Oklahoma, to BD Energy Partners, Inc. The licensed Distributorships were sold for ~~the~~$1.5 ~~fiscal~~million ~~year~~each. ~~ended~~The ~~February~~Company 28also entered into non-exclusive licensed distributorship agreements with Inductance Energy and Viridis Energy, ~~2021~~Inc. for $1.5 million and $500,000, respectively.

Operating expenses: During fiscal year ended February 28, 2022, we incurred operating expenses in the amount of $880,991 compared to operating expenses incurred during fiscal year ended February 28, 2021 of $1,466,666, a decrease of $585,675. Operating expenses include: (i) general and administrative of $344,270 (2021: $464,027); and (ii) research and development of $536,721 (2021: $1,002,639). General and administrative expenses decreased by $119,757, primarily due to decrease in stock-based compensation. Research and development expenses decreased by $465,918 due primarily to decrease in stock-based compensation. Administrative

Net loss. The Company had a net loss of $838,833 or $0.42 per share for the fiscal year ended February 28, 2022 compared to $1,475,030 or $0.76 per share for the fiscal year ended February 28, 2021.

For the Year

Ended

December 31,

2023

For the Ten

Months Ended

December 31,

2022

General and Administrative

484,429

33,506

~~LIQUIDITY~~During ~~AND~~the ~~CAPITAL~~year ~~RESOURCES~~ended December 31, 2023, we incurred general and administrative expense in the amount of approximately 484,000 compared to approximately $34,000 for the ten months ended December 31, 2022, an increase of approximately $450,000. During the year ended December 31, 2023, professional fees increased by approximately $147,000, advertising expense increased by approximately $152,000, accounting fees increased by approximately $73,000, legal fees increased by approximately $75,000 and office expense increased by approximately $3,000. The increases were primarily due to the increased business operations and terminated merger activity.

~~Fiscal~~Other ~~Year~~(Expense) ~~Ended February 28, 2022~~Income

As at February 28, 2022, our current assets were $8,320 (2021 - $16,372) and our current liabilities were $5,037,472 (2021 - $4,371,772), which resulted in a working capital deficit of $5,029,152 (2021 - $4,355,400). Our current assets were comprised of: $587 (2021 - $1,251) in cash, $nil (2021 - $7,380) in accounts receivable, and $7,733 (2021 - $7,741) in prepaid expenses and deposits. Our current liabilities were comprised of: $360,895 (2021 - $282 in accounts payable and accrued liabilities; $3,436,010 (2021 - 3,143,792) in loans payable; and $1,240,567 (2021 - $945,220) due to related parties.

For the Year

Ended

December 31,

2023

For the Ten

Months Ended

December 31,

2022

Other (Expense) Income

(5,221,894

)

193,701

~~Cash~~Other ~~Flows~~expense ~~from~~was ~~Operating~~approximately ~~Activities~~$5,222,000 for the year ended December 31, 2023, compared to other income of approximately $194,000 for the ten months ended December 31, 2022, an increase of approximately $5,416,000. The increase in other expense was primarily driven by a loss on debt settlement of approximately $5,094,000.

We12 ~~have~~Table generated negative cash flows from operating activities. For the fiscal year ended February 28, 2022, net cash flows used in operating activities was $405,446 compared to $424,846 for fiscal year ended February 28, 2021. The use of ~~cash in operating activities is consistent with the prior year given the Company did not have any significant changes in its operations.~~Contents

~~Cash~~Discontinued ~~Flows from Investing Activities~~Operations

We used cash of $812 in investing activities during the fiscal year ended February 28, 2022, which consisted of the purchase of equipment. In comparison, cash of $1,441 was used during the fiscal year ended February 28, 2021 for the purchase of equipment.

For the Year

Ended

December 31,

2023

For the Ten

Months Ended

December 31,

2022

Discontinued Operations

(173,201

)

29On ~~Table~~June 27, 2022, the Company finalized the split-off of ~~Contents~~MBE Holdings, Inc, which was a former operating subsidiary of the Company. As a result of the split off, the Company recognized the results of the former subsidiary in discontinued operations for the ten months ended December 31, 2022. The Company did not have any discontinued operations for the year ended December 31, 2023.

~~Cash~~LIQUIDITY ~~Flows~~AND ~~from~~CAPITAL ~~Financing Activities~~RESOURCES

~~Net~~The ~~cash~~Company’s ~~flows~~ability ~~provided~~to ~~from~~generate ~~financing~~and ~~activities~~obtain ~~during~~adequate ~~the~~amounts ~~fiscal~~of ~~year~~capital ~~ended~~to ~~February~~meet ~~28,~~its ~~2022 was $401~~manufacturing,~~111,~~ ~~which consisted of $298~~installation,~~144~~ ~~in proceeds from loans~~ and ~~$102,967~~overhead inis ~~proceeds~~accomplished ~~from~~through ~~related party loans. During~~ the ~~fiscal~~sales ~~year ended February 28, 2021, cash flows provided by financing activities was $436,103, which consisted~~ of ~~$502,103~~licenses ~~from~~to ~~the~~entities ~~proceeds~~that ofinstall ~~loans,~~and ~~offset~~service byits ~~repayment~~technologies ofand ~~loans~~Direct ~~payable~~Energy ~~in the amount of $66,000~~Systems.

~~Material~~The ~~Commitments~~Company’s capital resource plan is managed through two distinct pathways. The first being the Company’s general operating overhead, including its administrative, accounting, sales, and other general expenses which are covered through the sales of the Company’s technology licenses, and related fees to its licensed distributors. The second is the funding of a customer’s specific installation of a Direct Energy System. The funding of any energy system installed by the Company is completed independently as a stand-alone financing function. Direct Energy System installations are funded either through its customers or through a separate investment made by investors that are interested in the various benefits of investing in a specific customer’s installation.

~~The~~Through ~~balances~~our ~~due~~2025 tofiscal ~~related~~year ~~parties and shareholder ($1,240,567) are interest free, unsecured and are repayable on demand. The balances due to related parties and shareholders are mainly in connection with~~ the services and financing provided for the development of an online complaint resolution platform. A loan in the amount of $196,875 was due November 25, 2020 and secured by 588,235 shares of common stock of the Company ~~owned~~has bymaintained ~~the~~steady ~~President~~sales of ~~the~~its ~~Company. Loans in the amounts of $94~~licenses,~~500~~ and ~~$23,625~~has ~~are~~generated ~~unsecured~~fees ~~and~~to ~~bear~~cover ~~interest~~its atcapital 5%needs ~~per~~to ~~annum, and are due November 25, 2020 and June 1, 2021, respectively~~date. The Company ~~also~~currently ~~obtained~~generates aapproximately ~~government-backed loan to assist businesses during the COVID-19 pandemic in the amount of~~ $~~47,250.~~2 ~~This~~million ~~loan is unsecured and non-interest bearing for the initial term until December 31, 2023 and thereafter at 5% interest~~ per ~~annum~~month ~~for the extended term which ends~~ on ~~December~~average ~~31, 2025. It may be repaid at any time without penalty and if 75% is repaid~~ on orthe ~~within~~sales ~~the~~of ~~initial~~its ~~term~~licenses, ~~the~~and ~~remaining~~related ~~balance will be forgiven~~fees.

~~Off~~Beginning in March of 2025, the Company began Direct Energy System installations in Arizona and Texas. The Company’s installation work is funded primarily through customer sales, and independent investment in equipment at the customer’s location. All customers currently are required to sign a 240-~~Balance~~month ~~Sheet~~long-term ~~Arrangements~~equipment sale or lease agreement with the Company. Installation funding covers two segments of revenue to be collected from the customer. The actual work, known as the installation fee, and the monthly equipment fee for the Direct Energy System installed. As of March of 2025, the Company had contracted or recorded as a 2025 work, or pending contracts, approximately $68 million and installation fees, and approximately $35 million in recurring revenue. Monthly recurring revenue during the 240-month contract is collectible after the installation is completed and the Direct Energy System is commissioned and operable.

~~There~~Company ~~were~~capital nodemands ~~off-balance~~are ~~sheet~~based ~~arrangements~~and ~~during~~regulated ~~fiscal~~by ~~year~~the ~~ended~~Company ~~February~~by ~~28,~~limiting ~~2022~~installations ~~that~~to ~~have,~~fully orfunded ~~are~~customer ~~reasonably~~projects. ~~likely~~If tofunding ~~have~~is not obtained for an installation project, athen ~~current~~no orcapital ~~future~~is ~~effect~~spent on ~~our~~that ~~financial~~project ~~condition~~in regards to design, ~~revenues~~engineering, permitting, or ~~expenses,~~manufacturing. ~~results~~This ofgreatly ~~operations,~~regulates ~~liquidity,~~and ~~capital~~limits ~~expenditures~~the orpossibility ~~capital~~of ~~resources~~a ~~that~~large ~~are~~demand ~~material~~being toput ~~our~~on ~~interests~~company cash resources.

~~PLAN~~13 OFTable ~~OPERATION~~of Contents

AsThe atCompany ~~February~~projects 28that it will increase its potential installation fees during its 2025 fiscal year to more than $150 million, ~~2022~~and that potential recurring revenue contracts will exceed $100 million. This would require the Company to fund through customer or investment approximately $35 million during the 2025 fiscal year, wethat ~~had~~would abe ~~working~~used ~~capital~~for ~~deficit~~manufacturing and product placement to fulfill the potential contracts. The Company manufactures photonic, photovoltaic, Hydro, and a wide variety of $5other equipment,~~029~~ assemblies,~~152~~ computers, software, and weparts ~~will~~that ~~require~~make ~~additional~~up ~~financing~~a inDirect ~~order~~Energy System. The ability for the Company to ~~enable~~produce usthe products and provide the necessary labor to ~~proceed~~install ~~with~~this ~~our~~potential ~~plan~~contract work is solely based on the ability of ~~operations~~our customers, or investors, to provide the capital necessary to complete the work.

~~Thus~~At ~~far,~~the wepresent ~~believe~~time ~~that~~the ~~COVID-19~~Company’s ~~has~~liquidity ~~not~~is ~~impacted our business negatively~~limited. AsThe ~~more~~Company ~~businesses~~anticipates ~~adopt~~that ~~virtual~~its ~~office~~available ~~operation~~cash ~~models~~will ~~due~~increase toduring the ~~risk~~2025 offiscal ~~the virus~~year, ~~such~~so ~~adoption~~long ~~may~~as incustomer ~~fact~~and ~~present~~investor uscapital ~~with~~is ~~more~~made ~~opportunities~~available to ~~offer~~the ~~businesses cost-effective, cloud-based solutions~~Company.

~~When~~The weCompany ~~will~~has ~~require~~limited ~~additional financing~~ability, ~~there~~or ~~can~~plans beto nooffer ~~assurance~~equity, ~~that~~or ~~additional~~to ~~financing~~take ~~will~~on beadditional ~~available~~debt to ~~us,~~finance ~~that~~customer ~~it can be obtained on commercially reasonable terms~~installations. IfAt wethe ~~are~~time ~~not~~of ~~able~~this tofiling, ~~obtain~~ the ~~additional~~Company ~~financing~~feels onthat aits ~~timely~~current ~~basis,~~ability ~~we will not be able~~ to ~~meet~~obtain ~~our~~customer ~~other~~and ~~obligations~~investor ascapital ~~they~~for ~~become~~the ~~due.~~installation Weof ~~are~~its ~~pursuing~~systems ~~various~~is ~~alternatives~~adequate to meet ~~our immediate and long-term financial requirements~~demand.

WeThe ~~anticipate~~Company ~~continuing~~is toengaged ~~rely~~in onthe ~~equity~~electrical ~~sales~~energy ofindustry, ~~our~~a ~~common~~capital-intensive ~~stock~~manufacturing, inand ~~order~~service tobusiness. ~~fund~~The ~~our~~Company ~~business~~has ~~operations.~~developed ~~Issuances~~and ofput ~~additional~~in ~~shares~~place ~~will~~a ~~result~~system inwhere ~~dilution~~the tosale ~~existing~~of ~~stockholders.~~its ~~There~~Direct Energy Systems, and a customer installation is noregulated, ~~assurance~~by ~~that~~having wecustomer ~~will~~or ~~achieve~~investor ~~any~~financing ~~additional~~for ~~sales~~the customer installation secured prior to the start of ~~equity~~any ~~securities~~manufacturing or ~~arrange~~installation ~~for~~work. ~~debt~~This orsystem ~~other~~insurers ~~financing~~that tothe ~~fund~~Company ~~our~~does ~~planned~~not ~~business~~build ~~activities~~a demand for cash that it cannot meet.

~~Our~~The ~~auditor~~Company’s ~~has~~plans ~~issued~~that aare ~~going~~in ~~concern~~place ~~opinion.~~for ~~This~~sales ~~means~~of ~~that~~its ~~there~~energy issystems, ~~substantial~~as ~~doubt~~well ~~that~~as wethe ~~can~~costs ~~continue~~associated aswith anthe ~~on-going~~installation ~~business~~of ~~for~~such ~~the~~systems ~~next~~at ~~twelve~~the ~~months~~customers ~~unless~~locations wealso ~~generate~~benefits ~~sufficient~~the ~~revenues.~~Company ~~There~~in isthe nofact ~~assurance~~that weits ~~will~~costs ~~ever~~are ~~reach~~real ~~that~~time, ~~point.~~which Inallows the ~~meantime,~~Company ~~the~~to ~~continuation~~adjust ofits ~~the~~sales ~~Company~~prices and regulate installation costs on a case-by-case basis, as that installation is ~~dependent~~funded ~~upon~~through ~~the~~customer ~~continued~~or ~~financial~~investment ~~support~~capital. ~~from~~In ~~our~~this ~~shareholders~~manner, ~~our~~cost ~~ability~~escalations toin ~~obtain~~raw ~~necessary~~material, ~~equity~~labor, ~~financing~~freight, toand ~~continue~~a ~~operations~~wide ~~and~~variety of other project related costs can be adjusted prior to the ~~attainment~~customer ofpurchase ~~profitable~~agreement ~~operations.~~being executed.

~~Our~~The ~~operations~~cash and ~~financial~~cash ~~results~~equivalents ~~are~~change ~~subject~~was toas ~~various risks and uncertainties that could adversely affect our business, financial condition and results of operations.~~follows:

We require approximately $1,500,000 for the next 12 months as a reporting issuer and additional funds are required. Before generation of revenue, the additional funding may come from equity financing from the sale of our common stock or loans from management or related third parties. In the event we do not raise sufficient capital to implement its planned operations or divest, your entire investment could be lost.

	For the Year Ended December 31, 2023		For the Ten Months Ended December 31, 2022
Net Income (Loss)	$	793,677	$	(13,006	)
Net Cash Flows Provided by (Used In) Operating Activities	$	-	$	(84,031	)
Net Cash Flows Provided by (Used In) Investing Activities	$	-	$	-
Net Cash Flows Provided by Financing Activities	$	-	$	83,699

Net Change in Cash	$	-	$	(332	)
Cash and cash equivalents
Beginning of year	$	-	$	332
End of year	$	-	$	-

3014 Table of Contents

~~MATERIAL~~Cash ~~COMMITMENTS~~Flows from Operating Activities

WeFor ~~have~~the noyear ~~reportable~~ended ~~material~~December ~~commitments as~~31, at2023, ~~February~~cash 28used in operating activities was $0 and primarily consisted of net income of approximately $794,000 ~~2022.~~and changes in operating assets and liabilities of approximately $6,004,000 primarily offset by a non-cash adjustment for the loss on debt extinguishment of approximately $5,094,000 and approximately loss on foreign currency translation of $116,000.

~~RECENT~~For ~~ACCOUNTING~~the ~~PRONOUNCEMENTS~~ten months ended December 31, 2022, cash used in operating activities was approximately $84,000 which primarily consisted of net loss of approximately $13,000, an increase in operating assets and liabilities of approximately $164,000. These amounts were partially offset by a non-cash foreign currency gain of approximately $207,000.

AsCash ~~reflected~~Flows infrom ~~Note~~Investing 2 of the Notes to the Consolidated Financial Statements, there have been recent accounting pronouncements or changes in accounting pronouncements that impacted fiscal year ended February 28, 2022 or which are expected to impact future periods as follows: Activities

InDuring ~~June 2016,~~ the ~~FASB~~years ~~issued~~ended ~~ASU~~December ~~2016-13~~31, ~~Financial~~2023 ~~Instruments~~and ~~- Credit Losses: Measurement of Credit Losses on Financial Instruments~~2022, ~~which changes~~ the ~~impairment~~Company ~~model~~had ~~for~~no ~~most~~cash ~~financial~~flows ~~assets.~~provided ~~This Update is intended to improve financial reporting~~ by ~~requiring~~(used ~~timelier~~in) ~~recording~~investing ~~of credit losses on loans and other financial instruments held by financial institutions and other organizations~~activities. 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~~Cash ~~Company~~Flows ~~has~~from ~~implemented~~Financing all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Activities

~~ITEM~~Net 7Acash flows used in financing activities during the fiscal year ended December 31, 2023 was $0. ~~QUANTITATIVE~~During ~~AND~~the ~~QUALITATIVE~~ten ~~DISCLOSURES~~months ~~ABOUT~~December ~~MARKET~~31, ~~RISK~~2022, cash provided by financing activities was approximately $84,000, which was solely provided by the issuance of debt.

AsWorking ~~a “smaller reporting company”, we are not required to provide this information.~~ Capital

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

	Year Ended December 31,
	2023		2022

Current Assets	$	6,500,000	$	-
Current Liabilities		4,101,547		3,898,489

Working Capital	$	2,398,453	$	(3,898,489	)

~~FLOOIDCX~~Working ~~CORP~~capital increased by approximately $6.3 million between December 31, 2023 and December 31, 2022 primarily due to increase in accounts receivable of approximately $5.2 million and other receivables of approximately $1.3 offset by an increase in accounts payable and accrued expenses of approximately $300,000 and decrease in notes payable, including related parties, of approximately $100,000.

~~Consolidated~~15 ~~Financial~~Table ~~Statements~~ of Contents

~~Years~~CRITICAL ~~Ended~~ACCOUNTING ~~February~~POLICIES ~~28,~~AND ~~2022 and 2021~~ ESTIMATES

~~(Expressed~~Revenue ~~in US dollars)~~Recognition

~~Table~~The Company had only one revenue stream in 2023, which was revenue earned from the sale of ~~contents~~ distributor licenses. The distributor license provides a right to use for the Company’s technology to the distributor through an exclusive or non-exclusive agreement for a specific territory, dependent on the type of the Licensed Distributorship agreement. The right to use allows the distributor to install the Company’s direct energy systems. The license fee collected from the distributor based on the Licensed Distributorship agreement is considered a one-time fee. This license fee is non-refundable to the distributor.

		Index
Report of Independent Registered Public Accounting Firm (PCAOB ID: 3312)		F–1
Consolidated Balance Sheets		F–2
Consolidated Statements of Operations and Comprehensive Loss		F–3
Consolidated Statement of Stockholders’ Deficit		F–4
Consolidated Statements of Cash Flows		F–5
Notes to the Consolidated Financial Statements		F–6

The Company considers the license fees as earned at a point in time, and has no further performance obligations beyond approval of license use by the distributor, which occurs upon contract signature.

31Revenue ~~Table~~Recognition ofunder ~~Contents~~ASC 606 Revenue from Contracts with Customers

~~REPORT~~In OFapplying ~~INDEPENDENT~~Accounting ~~REGISTERED~~Standards ~~PUBLIC~~Codification ~~ACCOUNTING~~(“ASC”) ~~FIRM~~606, revenue is recognized by following a five-step process:

To1. Identify the ~~Board~~contract(s) with a customer. Evidence of ~~Directors~~a contract generally consists of a signed Licensed Distributorship agreement issued pursuant to the terms and ~~Stockholders~~conditions of ~~flooidCX~~an ~~Corp~~agreement.

~~Opinion~~2. onIdentify the ~~Consolidated~~performance ~~Financial~~obligations ~~Statements~~in the contract. The single performance obligation provides the distributor with a license of right to use the Company’s technology in a specific territory for a license fee.

We3. ~~have~~Determine ~~audited~~ the ~~accompanying~~transaction ~~consolidated~~price. The ~~balance~~purchase ~~sheets~~price ofstated ~~flooidCX~~is ~~Corp. (~~the ~~“Company”)~~fixed asprice ofstated ~~February 28,~~in ~~2022 and 2021, and~~ the ~~related~~License ~~consolidated~~Distributor ~~statements~~Agreement. ofThe ~~operations~~agreements ~~and~~with ~~comprehensive~~our ~~loss,~~customers ~~stockholders’~~do ~~deficit,~~not ~~and~~include ~~cash~~any ~~flows~~form ~~for~~of ~~the~~variable ~~years~~consideration. ~~then~~The ~~ended~~licensor and ~~related~~licensee ~~notes~~agree ~~(collectively,~~that the ~~“consolidated~~Licensee ~~financial~~may ~~statements”).~~pay ~~In our opinion,~~ the ~~consolidated~~stated ~~financial~~fee ~~statements~~in ~~present fairly~~cash, inreal ~~all material respects~~estate, ~~the~~or ~~financial~~trade. ~~position~~When of the ~~Company~~license asfee atis ~~February~~paid ~~28,~~by ~~2022~~non-cash ~~and 2021~~consideration, ~~and~~ the ~~results~~license offee ~~their~~is ~~operations~~measured ~~and~~by ~~cash flows for~~ the ~~years~~estimated ~~then~~fair ~~ended,~~value inof ~~conformity~~the ~~with~~non-cash ~~accounting~~consideration ~~principles~~at ~~generally accepted in~~ the ~~United~~inception ~~States~~ of ~~America~~the agreement.

~~Explanatory~~4. ~~Paragraph~~Allocate ~~Regarding~~the ~~Going~~transaction ~~Concern~~price to the performance obligations in the contract. Because there is a single performance obligation no allocation is required.

~~The~~5. ~~accompanying~~Recognize ~~consolidated~~revenue ~~financial~~when ~~statements~~(or ~~have~~as) ~~been~~we ~~prepared~~satisfy ~~assuming the Company will continue as~~ a ~~going~~performance ~~concern~~obligation. Consideration Asfrom ~~discussed in Note 1 to~~ the ~~consolidated~~Licensed ~~financial~~Distributorship ~~statements,~~agreements ~~the~~is ~~Company~~recognized ~~has a working capital deficit, and has incurred significant operating losses and negative cash flows from operations since inception. As~~ at ~~February 28, 2022, the Company has~~ a ~~working~~point ~~capital~~in ~~deficit~~time ofupon ~~$5,029,152~~delivery ~~and an accumulated deficit~~ of ~~$57,004,216. These factors raise substantial doubt about~~ the ~~Company’s~~license ~~ability~~ to ~~continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to~~ the ~~consolidated financial statements~~distributor. ~~The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis~~The ~~for~~Company ~~Opinion~~excludes from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers by the distributor. Accordingly, such tax amounts are not included as a component of net sales or cost of sales.

~~These~~Accounts consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Receivable

WeAccounts ~~conducted~~receivables, ~~our~~net ~~audits in accordance with the standards~~ of the ~~PCAOB.~~allowance ~~Those~~for ~~standards~~doubtful ~~require~~accounts, ~~that~~represent wetheir ~~plan~~estimated ~~and~~net ~~perform~~realizable ~~the~~value, ~~audit~~which toapproximates ~~obtain~~fair ~~reasonable~~value. ~~assurance~~Provisions ~~about~~for ~~whether~~doubtful ~~the~~accounts ~~consolidated financial statements~~ are ~~free~~recorded ofbased ~~material~~on ~~misstatement,~~current ~~whether~~conditions ~~due~~and toreasonable ~~fraud~~and orsupportable ~~error~~forecasts. ~~The~~Receivables ~~Company~~are iswritten ~~not~~off ~~required~~when tothey ~~have,~~are ~~nor~~deemed ~~were we engaged to perform, an audit of its internal controls over financial reporting~~uncollectible. As ~~part~~ of ~~our~~December ~~audits~~31, we2023 ~~are~~and ~~required~~2022, ~~to obtain an understanding of~~ the Company’s ~~internal~~had ~~controls~~an ~~over~~accounts ~~financial~~receivable ~~reporting,~~balance ~~but~~of ~~not~~$5.2 ~~for~~million ~~the~~and ~~purpose~~$0, ofrespectively. ~~expressing~~All anamounts ~~opinion~~were ondeemed ~~the~~collectable ~~effectiveness~~as of ~~the~~December ~~Company’s internal controls over financial reporting. Accordingly~~31, ~~we express no such opinion~~2023.

~~Our~~Other audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.Receivables

~~Critical~~During ~~Audit~~the ~~Matters~~year ended December 31, 2023, the Company began and ultimately terminated a merger with a third-party entity. In connection with this, certain of the Company’s accounts receivable were collected on behalf of flooidCX by this third-party entity in the amount of approximately $1.3 million. The Company has deemed these amounts imminently collectible as of December 31, 2023.

~~Critical~~16 ~~audit~~Table ~~matters are matters arising from the current period audit~~ of the financial statements that were communicated or required to be communicated to the Board of Directors and that: (i) relate to accounts or disclosures that are material to the financial statements; and (ii) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.Contents

~~/s/~~RECENT ~~SATURNA~~ACCOUNTING ~~GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP~~ PRONOUNCEMENTS

~~Saturna~~In ~~Group~~June ~~Chartered~~2016, ~~Professional~~the ~~Accountants~~FASB ~~LLP~~issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The update was intended to improve financial reporting by requiring more timely 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 Company adopted the new standard on January 1, 2023. The adoption did not have a material impact on our financial statements.

WeSegment ~~have~~Reporting ~~served~~(Topic as280): Improvements to Reportable Segment Disclosures-In November 2023, the ~~Company~~Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s ~~auditor~~profit ~~since~~or ~~2019~~loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is still assessing the impact of the ASU but does not believe it will have a material impact on its financial statements.

~~Vancouver~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, ~~Canada~~the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. flooidCX Corp expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows, and financial condition.

~~June~~Income 14Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this Update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expense to help investors (a) better understand the entity’s performance, ~~2022~~(b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. Public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is still assessing the new standard but does not believe it will have a material impact on its financial statements.

~~F-1~~ITEM ~~Table~~7A. ofQUANTITATIVE ~~Contents~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~FLOOIDCX~~As ~~CORP~~a “smaller reporting company”, we are not required to provide this information.

~~Consolidated~~17 ~~Balance~~Table ~~Sheets~~of Contents

~~(Expressed~~ITEM ~~in U~~8.S. ~~dollars)~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

	February 28,2022$			February 28,2021$
ASSETS
Cash		587			1,251
Accounts receivable		-			7,380
Prepaid expenses and deposits		7,733			7,741
Total Current Assets		8,320			16,372
Property and equipment (Note 3)		12,195			15,412
Total Assets		20,515			31,784
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		360,895			282,760
Loans payable (Note 4)		3,436,010			3,143,792
Due to related parties (Note 5)		1,240,567			945,220
Total Liabilities		5,037,472			4,371,772
Nature of Operations and Continuance of Business (Note 1)
Subsequent Event (Note 10)
Stockholders’ Deficit
Preferred stock, 20,000,000 shares authorized, $0.001 par value 1,000,000 shares issued and outstanding		1,000			1,000
Common stock, 300,000,000 shares authorized, $0.001 par value 2,020,871 and 1,976,218 shares issued and outstanding respectively (Note 6)		2,021			1,976
Common stock issuable (Note 6)		19,616			19,497
Additional paid-in capital (Notes 6 and 8)		51,875,727			51,728,412
Accumulated other comprehensive income		88,895			74,510
Deficit		(57,004,216	)		(56,165,383	)
Total Stockholders’ Deficit		(5,016,957	)		(4,339,988	)
Total Liabilities and Stockholders’ Deficit		20,515			31,784

Table of contents

(The accompanying notes are an integral part of these consolidated financial statements)

		Index
Report of Independent Registered Public Accounting Firm (PCAOB ID: 7158)		F–1

Report of Independent Registered Public Accounting Firm (PCAOB ID: 324)		F–2

Consolidated Balance Sheets		F–3

Consolidated Statements of Operations and Comprehensive Income (Loss)		F–4

Consolidated Statements of Stockholders’ Equity (Deficit)		F–5

Consolidated Statements of Cash Flows		F–6

Notes to the Consolidated Financial Statements		F–7

~~F-2~~18 Table of Contents

~~FLOOIDCX~~REPORT ~~CORP.~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Consolidated~~To ~~Statements~~the shareholders and the board of ~~Operations~~directors ~~and~~of ~~Comprehensive~~flooidCX ~~Loss~~Corp. dba Quantum Energy Corporation

~~(Expressed~~Opinion inon ~~U.S.~~the ~~dollars)~~Consolidated Financial Statements

	Year EndedFebruary 28,2022$			Year EndedFebruary 28,2021$
Revenue		53,710			79,520
Expenses
General and administrative (Note 5)		344,270			464,027
Research and development (Note 5)		536,721			1,002,639
Total expenses		880,991			1,466,666
Loss before other expense		(827,281	)		(1,387,146	)
Other expense
Financing costs (Notes 4 and 6)		(11,552	)		(66,368	)
Loss on settlement of debt (Notes 4 and 6)		-			(21,516	)
Net loss for the year		(838,833	)		(1,475,030	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)		14,385			(211,478	)
Comprehensive loss for the year		(824,448	)		(1,686,508	)
Net loss per share, basic and diluted		(0.42	)		(0.76	)
Weighted average number of shares outstanding		1,997,682			1,951,618

We have audited the accompanying consolidated balance sheet of flooidCX Corp. dba Quantum Energy Corporation and Subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity (deficit), and cash flow for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flow for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States.

~~(The~~Substantial ~~accompanying~~Doubt ~~notes~~about ~~are~~the anCompany’s ~~integral~~Ability ~~part~~to ofContinue ~~these~~as ~~consolidated~~a ~~financial~~Going ~~statements)~~Concern

~~F-3~~The ~~Table~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

~~FLOOIDCX~~Basis ~~CORP.~~for Opinion

~~Consolidated~~These ~~Statements~~consolidated financial statements are the responsibility of ~~Stockholders~~the Company’s ~~Deficit~~management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~(Expressed~~We conducted our audits in Uaccordance with the standards of the PCAOB.S Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. ~~dollars)~~The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

	Preferred Stock				Common Stock					Common Stock			AdditionalPaid-in		AccumulatedOther Comprehensive						TotalStockholders’
	Shares#		Amount$		Shares#			Amount$		Issuable$			Capital$		Income$			Deficit $			Deficit$
Balance, February 29, 2020		1,000,000		1,000		1,919,795		1,919			9,308			51,034,197		285,988			(54,690,353	)		(3,357,941	)
Fair value of shares to be issued for services		–		-		–		-			19,497			-		-			-			19,497
Fair value of shares issued for services		–		-		15,244		15			(9,308	)		27,944		-			-			18,651
Fair value of shares issued as financing costs		–		-		23,531		24			-			49,976		-			-			50,000
Fair value of stock options granted as financing costs		–		-		–		-			-			11,835		-			-			11,835
Fair value of shares issued to settle debt		–		–		17,648		18			–			25,482		-			-			25,500
Fair value of stock options granted		–		-		–		-			-			578,978		-			-			578,978
Foreign exchange translation loss		–		–		–		-			-			-		(211,478	)		-			(211,478	)
Net loss for the year		–		-		–		-			-			-		-			(1,475,030	)		(1,475,030	)
Balance, February 28, 2021		1,000,000		1,000		1,976,218		1,976			19,497			51,728,412		74,510			(56,165,383	)		(4,339,988	)
Shares returned and cancelled		–		–		(23,561	)	(23	)		–			23		-			-			-
Fair value of shares to be issued for services		–		-		–		-			39,879			-		-			-			39,879
Fair value of shares issued for services		–		–		68,214		68			(39,760	)		39,692		-			–			-
Fair value of stock options granted		–		-		–		-			-			107,600		-			-			107,600
Foreign exchange translation gain		–		–		–		-			-			-		14,385			-			14,385
Net loss for the year		–		–		–		-			-			-		-			(838,833	)		(838,833	)
Balance, February 28, 2022		1,000,000		1,000		2,020,871		2,021			19,616			51,875,727		88,895			(57,004,216	)		(5,016,957	)

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~(The~~Critical ~~accompanying~~Audit ~~notes are an integral part of these consolidated financial statements)~~Matters

~~F-4~~Critical ~~Table~~audit matters are matters arising from the current period audit of ~~Contents~~the consolidated financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.

~~FLOOIDCX~~We ~~CORP~~determined that there are no critical audit matters.

~~Consolidated~~/s/ ~~Statements~~BCRG ~~of Cash Flows~~Group

~~(Expressed~~BCRG inGroup ~~U.S.~~(PCAOB ~~dollars~~ID 7158)

	YearEndedFebruary 28,2022$			Year EndedFebruary 28,2021$
Operating Activities
Net loss for the year		(838,833	)		(1,475,030	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,056			5,332
Financing costs		11,552			66,368
Loss on settlement of debt		-			21,516
Shares issued/issuable for services		39,879			38,148
Stock-based compensation		107,600			578,978
Changes in operating assets and liabilities:
Accounts receivable		7,380			(7,380	)
Accrued receivable		-			16,875
Prepaid expenses and deposits		8			10,571
Accounts payable and accrued liabilities		66,583			115,377
Due to related party		196,329			204,399
Net Cash Used In Operating Activities		(405,446	)		(424,846	)
Investing Activities
Purchase of property and equipment		(812	)		(1,441	)
Net Cash Used in Investing Activities		(812	)		(1,441	)
Financing Activities
Proceeds from loans payable		298,144			502,103
Repayment of loans payable		-			(66,000	)
Advances from related parties		102,967			-
Net Cash Provided by Financing Activities		401,111			436,103
Effect of Foreign Exchange Rate Changes on Cash		4,483			(40,590	)
Change in Cash		(664	)		(30,774	)
Cash, Beginning of Year		1,251			32,025
Cash, End of Year		587			1,251
Non-cash Investing and Financing Activities:
Shares issued to settle accrued interest payable		-			25,500
Supplemental Disclosures:
Interest paid		-			-
Income taxes paid		-			-

We have served as the Company’s auditor since 2025.

~~(The~~Irvine, ~~accompanying notes are an integral part of these consolidated financial statements)~~CA

~~F-5~~April ~~Table~~15, ~~of Contents~~2025

~~FLOOIDCX~~F-1 ~~CORP.~~Table of Contents

~~Notes~~REPORT toOF ~~the~~INDEPENDENT ~~Consolidated~~REGISTERED ~~Financial~~PUBLIC ~~Statements~~ACCOUNTING FIRM

~~Years~~Shareholders’ ~~Ended~~of ~~February~~flooidCX ~~28, 2022 and 2021~~Corp.

~~(Expressed~~flooidCX ~~in U~~Corp.~~S. Dollars)~~

1.Opinion ~~Nature~~on ofthe ~~Operations~~Financial ~~and Continuance of Business~~Statements

We have audited the accompanying consolidated balance sheet of flooidCX Corp. (~~formerly~~the ~~Gripevine~~"Company") as of December 31, ~~Inc.~~2022, and ~~Baixo~~the ~~Relocation~~related ~~Services~~consolidated statements of operations, ~~Inc.)~~stockholders’ deficit, and cash flows for the ten-month period then ended, and the related notes (collectively referred to as the ~~“Company”~~"financial statements"). ~~was~~In ~~incorporated~~our inopinion, the ~~state~~financial ofstatements ~~Nevada~~present onfairly, ~~January~~in 7all material respects, ~~2014.~~the ~~The~~financial position of the Company isas inof December 31, 2022, and the ~~business~~results of ~~developing~~its operations and ~~building~~its ancash ~~online~~flows ~~resolution~~for ~~platform~~the ten-month period then ended in conformity with accounting principles generally accepted in the United States.

OnGoing March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.Concern

~~These~~The ~~consolidated~~accompanying financial statements have been prepared onassuming athat ~~going concern basis, which implies~~ the ~~Company~~entity 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. isAs ~~dependent~~discussed ~~upon~~in ~~the~~Note ~~continued~~1 ~~financial~~to ~~support~~the ~~from~~financial ~~its shareholders~~statements, ~~creditors, and related parties, and~~ the ~~ability of the~~ Company tohas ~~obtain~~no ~~necessary~~operating ~~equity~~activities ~~financing~~andat toDecember ~~continue operations~~31, ~~and ultimately the attainment of profitable operations. As at February 28,~~ 2022, ~~the~~had ~~Company has~~ a ~~working~~total ~~capital~~stockholders’ deficit ofwhich ~~$5,029,152~~raises ~~and~~substantial ~~has~~doubt anabout ~~accumulated~~its ~~deficit~~ability ofto ~~$57,004,216~~continue ~~since~~as ~~inception.~~a Asgoing atconcern. ~~February~~Management's ~~28,~~plans ~~2022, the Company is~~ in ~~default~~regard ~~of certain loans payable (refer~~ to ~~Note~~these ~~4).~~matters ~~Furthermore,~~are ~~during~~also ~~the~~described ~~year ended February 28, 2022, the Company used $405,446~~ in ~~operating~~Note ~~activities~~1. ~~These~~The ~~factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated~~ financial statements do not include any adjustments ~~to the recoverability and classification of recorded asset amounts and classification of liabilities~~ that might beresult ~~necessary~~from ~~should~~ the ~~Company~~outcome beof ~~unable~~this ~~to continue as a going concern~~uncertainty.

2.Basis ~~Significant~~for ~~Accounting Policies~~Opinion

(These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (U.S.) ~~Basis~~("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~Presentation~~the Securities and Exchange Commission and the PCAOB.

~~These~~We ~~consolidated~~conducted ~~financial~~our ~~statements~~audit ~~and~~in ~~related~~accordance ~~notes~~with ~~are~~the ~~presented~~standards inof ~~accordance~~the ~~with~~PCAOB. ~~accounting~~Those ~~principles~~standards ~~generally~~require ~~accepted~~that inwe plan and perform the ~~United~~audit ~~States,~~to ~~and~~obtain reasonable assurance about whether the financial statements are ~~expressed~~free inof Umaterial misstatement, whether due to error or fraud.S. ~~dollars~~The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~These~~As ~~consolidated~~part of our audit, we are required to obtain an understanding of internal control over financial ~~statements~~reporting ~~include~~but not for the ~~accounts~~purpose of expressing an opinion on the ~~Company~~effectiveness ~~and~~of the ~~following~~Company’s ~~entities:~~internal control over financial reporting. Accordingly, we express no opinion.

	MBE Holdings Inc.		Wholly-owned subsidiary
	Resolution 1, Inc.		Wholly-owned subsidiary

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~All~~Critical ~~inter-company~~Audit ~~balances and transactions have been eliminated.~~Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors and that: (bi) ~~Cash~~relate to accounts or disclosures that are material to the financial statements; and ~~Cash~~(ii) ~~Equivalents~~involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~The~~/s/ ~~Company~~Macias ~~considers~~Gini ~~all~~& ~~highly~~O’Connell ~~liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.~~LLP

~~(c)~~We ~~Use~~served ofas ~~Estimates~~the Company’s auditor from 2022 to 2023

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 regularly evaluates estimates and assumptions related to collectability of accounts receivableIrvine, the useful lives and recoverability of equipment, incremental borrowing rate used to calculate lease liabilities, fair value of stock-based compensation, and deferred income tax asset valuation allowances. 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.CA

~~(d)~~May ~~Accounts~~3, ~~Receivable~~2023

~~The~~F-2 ~~Company~~Table ~~establishes an allowance for doubtful accounts based on the age~~ of ~~the receivable and the specific identification of receivables the Company considers at risk. As at February 28, 2022, there is no allowance for doubtful accounts.~~Contents

~~The~~FLOOIDCX ~~Company’s accounts receivable balance is 100% owed by one customer~~CORP.

~~(e)~~Consolidated ~~Property~~Balance ~~and Equipment~~Sheets

~~Property~~(Expressed ~~and~~in ~~equipment is recorded at cost~~U.S. ~~Depreciation is recorded at the following annual rates:~~dollars)

	Computer equipment		20% – declining balance method
		As of December 31,
	Furniture and equipment		55% – declining balance method
		2023			2022
ASSETS
Current Assets
Cash and Cash Equivalents		$	-		$	-
Accounts Receivable			5,150,070			-
Other Receivables			1,349,930			-
Total Current Assets			6,500,000			-
Total Assets		$	6,500,000		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Liabilities		$	340,596		$	25,989
Notes Payable			3,760,951			-
Notes Payable - Related Parties			-			3,872,500
Total Current Liabilities			4,101,547			3,898,489
Total Liabilities			4,101,547			3,898,489
Stockholders' Equity (Deficit)
Preferred A Stock, $0.001 Par Value, 1,000,000 Authorized; 0 Issued, and Outstanding as of December 31, 2023; 1,000,000 Shares Authorized, 1,000,000 Shares Issued and Outstanding as of December 31, 2022			-			1,000
Preferred B Stock, $0.001 Par Value, 1,000,000 Authorized; 155,400 Issued and Outstanding as of December 31, 2023; and 0 Authorized, Issued and Outstanding as of December 31, 2022			155			-
Preferred C Stock, $0.001 Par Value, 1,000,000 Authorized; 915,000 Issued and Outstanding as of December 31, 2023; and 0 Authorized, Issued and Outstanding as of December 31, 2022			915			-
Preferred D Stock, $0.001 Par Value, 1,000,000 Authorized; 0 Issued and Outstanding as of December 31, 2023; and 0 Authorized, Issued and Outstanding as of December 31, 2022			-			-
Preferred E Stock, $0.001 Par Value, 2,000,000 Authorized; 0 Issued and Outstanding as of December 31, 2023; and 0 Authorized, Issued and Outstanding as of December 31, 2022			-			-
Common Stock, Par Value $0.001, 300,000,000 Authorized; 49,166,697 and 2,020,871 Issued and Outstanding as of December 31, 2023 and 2022, respectively			49,166			2,021
Common Stock Issuable			-			19,616
Additional Paid-In Capital			58,571,762			53,096,096
Accumulated Deficit			(56,223,545	)		(57,017,222	)
Total Stockholder's Equity (Deficit)			2,398,453			(3,898,489	)
Total Liabilities and Stockholders' Equity (Deficit)		$	6,500,000			-

~~F-6~~(The ~~Table~~accompanying notes are an integral part of ~~Contents~~these consolidate financial statements)

~~FLOOIDCX~~F-3 ~~CORP.~~Table of Contents

~~Notes~~FLOOIDCX ~~to the Consolidated Financial Statements~~CORP.

~~Years~~Consolidated ~~Ended~~Statements ~~February~~of ~~28,~~Operations ~~2022~~ and ~~2021~~Comprehensive Income (Loss)

(Expressed in U.S. ~~Dollars~~dollars)

2. Significant Accounting Policies (continued)


	For the Year Ended December 31, 2023			For the Ten Months Ended December 31, 2022

Revenue	$	6,500,000		$	-

Operating Expenses
General and Administrative		484,429			33,506

Total Operating Expenses		484,429			33,506

Income (Loss) Before Other Expense		6,015,571			(33,506	)

Other Income (Expense)
Loss on Debt Settlement		(5,094,475	)		-
Interest Expense		(11,564	)		(13,756	)
(Loss) Gain on Foreign Currency Exchange		(115,855	)		207,457
Total Other Income (Expenses)		(5,221,894	)		193,701

Net Income from Continuing Operations		793,677			160,195

Net Loss from Discontinued Operations
Operating Loss on Discontinued Operations		-			(173,201	)

Net Loss from Discontinued Operations		-			(173,201	)

Net Income (Loss)		793,677			(13,006	)

Other Comprehensive Income (Loss)
Foreign Currency Translation Loss on Continuing Operations		-			-
Foreign Currency Translation Loss on Discontinued Operations		-			(26,037	)

Comprehensive Income (Loss)	$	793,677		$	(39,043	)

Weighted Average Number of Common Shares -
Basic		26,132,938			2,020,871
Diluted		28,463,938			102,020,871

Net Income (Loss) Per Common Shares - Basic	$	0.03		$	(0.01	)
Income (Loss) from Continuing Operations		0.03			0.08
Loss from Discontinued Operations	$	-		$	(0.09	)

Net Income (Loss) Per Common Shares - Diluted	$	0.03		$	(0.09	)
Income (Loss) from Continuing Operations		0.03			0.00
Loss from Discontinued Operations	$	-		$	(0.09	)

(f)The ~~Impairment~~accompanying notes are an integral part of ~~Long-lived~~these ~~Assets~~consolidated financial statements)

~~The Company reviews long~~F-~~lived~~4 ~~assets~~Table such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of ~~the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset.~~Contents

~~(g)~~FLOOIDCX ~~Financial Instruments and Fair Value Measurements~~CORP.

~~ASC~~Consolidated ~~820,~~Statements ~~“Fair Value Measurements and Disclosures” requires an entity to maximize the use~~ of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrumentStockholders’s ~~categorization~~Equity within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:(Deficit)

~~Level~~(Expressed 1in U.S. dollars)

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

	Series A Preferred Stock						Series B Preferred Stock						Series C Preferred Stock				Common Stock				Common			Additional		Accumulated Other						Total Stockholders'
	$0.001 Par						$0.001 Par						$0.001 Par				$0.001 Par				Stock			Paid-in		Comprehensive			Accumulated			Equity
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable			Capital		Income			Deficit			(Deficit)

Balance - March 1, 2022		1,000,000		$	1,000			-		$	-			-	$	-		2,020,871	$	2,021	$	19,616		$	51,875,727		88,895			(57,004,216	)	$	(5,016,957	)
Split-off		-			-			-			-			-		-		-		-		-			1,220,369		(62,858	)		-			1,157,511
Foreign Exchange Translation Loss		-			-			-			-			-		-		-		-		-			-		(26,037	)		-			(26,037	)
Net Loss		-			-			-			-			-		-		-		-		-			-		-			(13,006	)		(13,006	)

Balance - December 31, 2022		1,000,000			1,000			-			-			-		-		2,020,871		2,021		19,616			53,096,096		-			(57,017,222	)		(3,898,489	)
Cancellation of Preferred Stock		(1,000,000	)		(1,000	)		-			-			-		-		-		-		-			-		-			-			(1,000	)
Issuance of Preferred Stock for Advance on Cross License		-			-			915,400			915			915,000		915		-		-		-			-		-			-			1,830
Conversion of Preferred Stock to Common Stock (30:1)		-			-			(760,000	)		(760	)		-		-		22,800,000		22,800		-			-		-			-			22,040
Issuance of Common Stock for Advance on Cross License		-			-			-			-			-		-		22,980,412		22,980		(19,616	)		-		-			-			3,364
Issuance of Common Stock for Settlement of Debt		-			-			-			-			-		-		1,365,414		1,365		-			5,475,666		-			-			5,477,031
Net Income		-			-			-			-			-		-		-		-		-			-		-			793,677			793,677

Balance - December 31, 2023		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	-		$	58,571,762	$	-		$	(56,223,545	)	$	2,398,453

~~Level~~(The 2accompanying notes are an integral part of these consolidated financial statements)

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or modelF-~~derived~~5 ~~valuations~~Table inof ~~which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.~~Contents

~~Level~~FLOOIDCX 3CORP.

~~Level~~Consolidated 3Statements ~~applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement~~ of ~~the~~Cash ~~fair value of the assets or liabilities.~~Flows

~~The~~(Expressed ~~Company’s~~in ~~financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, loans payable, and amounts due to related parties~~U.S. dollars)

The following table represents assets and liabilities that are measured and recognized at fair value as of February 28, 2022, on a recurring basis:


	For the Year Ended December 31, 2023			For the Ten Months Ended December 31, 2022

Cash Flows from Operating Activities
Net Income (Loss)	$	793,677		$	(13,006	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By (Used In) Operating Activities:
Loss on Settlement of Debt		5,094,475			-
Loss (Gain) on Foreign Currency Transactions		115,855			(207,457	)
Changes in Operating Assets and Liabilities:
Accounts Receivable		(5,150,070	)		-
Other Receivables		(1,349,930	)		-
Accounts Payable and Accrued Liabilities		495,993			41,785
Due to Related Parties		-			94,647

Net Cash Flows Provided by (Used In) Operating Activities		-			(84,031	)

Cash Flows from Investing activities
Purchase of Property and Equipment		-			-

Net Cash Flows Provided by (Used In) Investing Activities		-			-

Cash Flows from Financing Activities
Proceeds from Loans Payable		-			83,699
Proceeds from Related Party Loans		-			-

Net Cash Flows Provided by Financing Activities		-			83,699

Net Change in Cash		-			(332	)

Cash - Beginning of Year		-			332

Cash - End of Year	$	-		$	-

Cash Paid During the Year For:
Interest	$	-		$	-
Income Taxes	$	-		$	-

Supplemental disclosures of non-cash investing and financing activities:
Conversion of Debt through Issuance of Common Stock	$	334,234		$	-
Increase in Equity and Decrease in Liabilities Related to Split-Off	$	-		$	1,157,511

		Level 1$				Level 2$				Level 3$
Cash			587				-				-

(The accompanying notes are an integral part of these consolidated financial statements)

~~The~~F-6 ~~recorded~~Table ~~values~~ of ~~all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.~~Contents

~~For~~FLOOIDCX ~~the year ended February 28, 2022, 97% (2021 – 87%) of revenues came from one customer~~CORP.

~~(h)~~Notes ~~Leases~~ to the Consolidated Financial Statements

AtYears ~~the~~Ended ~~lease~~December ~~commencement date~~31, ~~right-of-use~~2023 ~~(“ROU”) assets~~ and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. The Company has elected not to recognize ROU assets and lease liabilities for leases with a lease term of less than 12 months,2022

~~F-7~~(Expressed ~~Table~~in ofU.S. ~~Contents~~Dollars)

~~FLOOIDCX CORP~~1.~~Notes~~ Nature toof ~~the~~Operations ~~Consolidated Financial StatementsYears Ended February 28, 2022~~ and ~~2021(Expressed~~Continuance inof ~~U.S. Dollars)~~Business

2.flooidCX Corp (“flooid”), which is currently in process of changing its name ~~Significant~~to ~~Accounting~~Quantum ~~Policies~~Energy Corporation, and formerly Gripevine, Inc. and Baixo Relocation Services, Inc. (~~continued~~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 (i“MP Special”). As ~~Revenue~~part ~~Recognition~~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 Holdings Inc. Because the Company’s majority shareholder was involved in this transaction, it has been treated as a 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, the Company had no operating activities. In March 2023, the Company entered into a merger agreement with Quantum Energy, Inc., which was subsequently terminated in March 2024.

~~Under~~These ~~ASC~~consolidated ~~606,~~financial ~~“Revenue~~statements ~~from~~have ~~Contracts~~been ~~with~~prepared ~~Customers”~~on a going concern basis, which implies the Company ~~recognizes~~will ~~revenue~~continue byto ~~applying~~realize its assets and discharge its liabilities in the ~~following~~normal ~~steps:~~course ~~(1)~~of ~~identify~~business. The continuation of the ~~contract~~Company ~~with~~as a ~~customer;~~going ~~(2)~~concern ~~identify~~is dependent upon the ~~performance~~continued ~~obligations~~financial insupport from its shareholders, creditors, and related parties, and the ~~contract;~~ability ~~(3)~~of ~~determine~~the Company to obtain necessary equity financing to continue operations, and ultimately the ~~transaction~~attainment ~~price;~~of ~~(4)~~profitable ~~allocate~~operations. As of December 31, 2023, the ~~transaction~~Company ~~price~~had no cash or cash equivalents and stockholders’ equity of approximately $6.5 million. These factors raise substantial doubt regarding the Company’s ability to ~~each~~continue ~~performance~~as ~~obligation~~a ingoing concern. These consolidated financial statements do not include any adjustments to the ~~contract;~~recoverability and ~~(5)~~classification ~~recognize~~of ~~revenue~~recorded ~~when~~asset ~~each~~amounts ~~performance~~and ~~obligation~~classification isof ~~satisfied~~liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Performance~~2. ~~Obligations~~Significant Accounting Policies

ABasis ~~performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit~~ of ~~account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.~~Presentation

~~Revenue~~These ~~Service~~consolidated ~~Type~~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 (Refer to Note 1). 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 consolidated financial statements.

The Company has ~~one~~evaluated ~~revenue~~subsequent ~~source~~events –through ~~developing~~the ~~and~~date ~~building~~of ~~online~~the ~~resolution~~filing ~~platforms~~with the Securities and Exchange Commission. The Company ~~recognized~~is ~~revenue~~not ~~over~~aware ~~time~~of byany ~~measuring~~other ~~its~~significant ~~progress~~events ~~toward~~that ~~complete~~occurred ~~satisfaction~~subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the ~~performance~~Company’s ~~obligation~~financial statements.

~~(j)~~All ~~Income~~inter-company ~~Taxes~~balances and transactions have been eliminated.

~~The~~Revenue Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.Recognition

The Company ~~has~~recognized ~~not~~$6.5 ~~recorded~~million ~~any~~and ~~amounts~~$0 ~~pertaining~~of revenue during the years ended December 31, 2023 and 2022, respectively. The Company had only one revenue stream in 2023, which was revenue earned from the sale of distributor licenses. The distributor license provides a right to ~~uncertain~~use ~~tax~~for ~~positions~~the Company’s technology to the distributor through an exclusive or non-exclusive agreement for a specific territory, dependent on the type of the Licensed Distributorship agreement. The right to use allows the distributor to install the Company’s direct energy systems. The license fee collected from the distributor based on the Licensed Distributorship agreement is considered a one-time fee. This license fee is non-refundable to the distributor. The Company considers the license fees as earned at a point in time and has no further performance obligations beyond approval of license use by the distributor, which occurs upon contract signature.

~~(k)~~F-7 ~~Foreign~~Table ~~Currency~~of ~~Translation~~Contents

~~The~~Revenue ~~Company’s~~Recognition ~~functional~~under ~~and~~ASC ~~reporting~~606 ~~currency~~Revenue 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~~Contracts ~~denominated~~with 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.Customers

~~The~~In ~~accounts~~applying ofAccounting ~~MBE~~Standards ~~and~~Codification ~~Resolution~~(“ASC”) ~~1 are translated to United States dollars using the current rate method. Accordingly~~606, ~~assets and liabilities are translated into United States dollars at the period-end exchange rate while~~ revenue ~~and~~is ~~expenses~~recognized ~~are~~by ~~translated~~following ~~at the average exchange rates during the period. Related exchange gains and losses are included in~~ a ~~separate~~five-step ~~component of stockholders’ equity as accumulated other comprehensive income.~~process:

1. Identify the contract(ls) ~~Stock-based~~with ~~Compensation~~a customer. Evidence of a contract generally consists of a Licensed Distributorship agreement (the agreement) issued pursuant to the terms and conditions of the agreement.

~~The~~2. ~~Company~~Identify ~~records~~the ~~stock-based~~performance ~~compensation~~obligations in ~~accordance with ASC 718, “Compensation – Stock Compensation”, using~~ the ~~fair value method~~contract. The ~~All~~single ~~transactions~~performance inobligation ~~which~~provides ~~goods or services are~~ the ~~consideration~~distributor ~~received~~with ~~for~~a ~~the~~right ~~issuance~~to ofuse ~~equity~~license ~~instruments~~to ~~are accounted for based on~~ the ~~fair~~Company’s ~~value~~technology ofin ~~the~~a ~~consideration~~specific ~~received~~territory orfor ~~the~~a ~~fair~~license ~~value of the equity instrument issued, whichever is more reliably measurable~~fee.

~~The~~3. ~~Company~~Determine ~~uses~~ the ~~Black-Scholes~~transaction ~~option~~price. The ~~pricing~~purchase ~~model~~price tostated ~~calculate~~is ~~the~~a ~~fair~~fixed ~~value~~price ofstated ~~stock-based~~in ~~awards.~~the ~~This~~Licensed ~~model~~Distributor isAgreement. ~~affected~~The byagreements ~~the~~with ~~Company’s~~customers ~~stock~~do ~~price~~not asinclude ~~well~~any asform ~~assumptions regarding a number~~ of ~~subjective~~variable ~~variables~~consideration. ~~These~~The ~~subjective~~licensor ~~variables~~and ~~include,~~licensee ~~but~~agree ~~are~~that ~~not limited to,~~ the ~~Company’s~~License ~~expected~~Fee ~~stock~~may ~~price~~be ~~volatility~~paid ~~over~~in ~~the~~cash, ~~term~~real ~~of the awards~~estate, ~~and~~or ~~actual~~trade. ~~and~~When ~~projected~~the ~~employee~~license ~~stock~~fee ~~option~~is ~~exercise~~paid ~~behaviors.~~by ~~The~~non-cash ~~value~~consideration, of the ~~portion~~license offee ~~the award that~~ is ~~ultimately~~measured ~~expected~~by tothe ~~vest~~estimated isfair ~~recognized~~value asof anthe ~~expense~~non-cash inconsideration at the ~~consolidated~~inception ~~statement~~ of ~~operations over~~ the ~~requisite service period~~agreement.

~~(m)~~4. ~~Research~~Allocate ~~and~~the ~~Development~~transaction price to the performance obligations in the contract. Because there is a single performance obligation no allocation is required.

~~Research~~5. ~~and~~Recognize ~~development~~revenue ~~costs~~when ~~are~~(or ~~charged~~ as) ~~operating~~we ~~expenses~~satisfy asa ~~incurred~~performance obligation. Consideration from the Licensed Distributorship agreements is recognized at a point in time upon delivery of the license to the distributor.

FThe Company excludes from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-8producing ~~Table~~transaction and (ii) collected from customers by the distributor. Accordingly, such tax amounts are not included as a component of ~~Contents~~net sales or cost of sales.

~~FLOOIDCX~~Accounts ~~CORP.Notes to the Consolidated Financial StatementsYears Ended February 28, 2022 and 2021(Expressed in U.S. Dollars)~~Receivable

Accounts receivables, net of the allowance for doubtful accounts, represent their estimated net realizable value, which approximates fair value. Provisions for doubtful accounts are recorded based on historical collection experience, current conditions and reasonable and supportable forecasts. Receivables are written off when they are deemed uncollectible. As of December 31, 2023 and 2022, the Company had an accounts receivable balance of $5.2 million and $0, respectively. ~~Significant~~All ~~Accounting~~amounts ~~Policies~~were ~~(continued)~~deemed collectable as of December 31, 2023.

~~(n)~~Other ~~Loss Per Share~~Receivables

~~The~~During ~~Company~~the ~~computes~~year ~~net~~ended ~~income~~December ~~(loss)~~31, ~~per share in accordance with ASC 260~~2023, ~~Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on~~ the ~~face~~Company ofbegan the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and ~~convertible~~ultimately ~~preferred~~terminated ~~stock~~a ~~using~~merger ~~the~~with ifa third-~~converted~~party ~~method~~entity. In ~~computing~~connection ~~diluted~~with ~~EPS~~this, ~~the~~certain ~~average~~of ~~stock price for~~ the ~~period~~Company’s isaccounts ~~used~~receivable inwere ~~determining~~collected ~~the~~on ~~number~~behalf of ~~shares~~flooidCX ~~assumed~~by tothis bethird-party ~~purchased~~entity ~~from~~in the ~~exercise~~amount of ~~stock~~approximately ~~options or warrants~~$1.3 ~~Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive~~million. The AsCompany athas ~~February~~deemed ~~28,~~these ~~2022,~~amounts ~~the~~imminently ~~Company~~collectible ~~had~~as ~~353,956~~of ~~(2021~~December ~~– 283~~31,~~368)~~ ~~potentially dilutive shares outstanding~~2023.

~~(o)~~Discontinued ~~Comprehensive Loss~~Operations

~~Comprehensive~~The ~~loss~~Company ~~consists~~identifies ofdiscontinued ~~net~~operations ~~loss~~in ~~and~~accordance ~~other~~with ~~related~~ASC ~~gains~~205-20, Discontinued ~~and~~Operations. ~~losses~~In ~~affecting~~accordance ~~stockholders’~~with ~~equity~~the ~~that~~ASC ~~are~~subtopic, ~~excluded~~a ~~from~~discontinued ~~net~~operation ~~income~~may include a component of an entity or ~~loss.~~a Asgroup atof ~~February~~components 28of an entity, ~~2022~~or ~~and~~a ~~2021~~business or nonprofit activity. Further, ~~comprehensive~~a ~~loss~~disposal ~~includes~~of ~~cumulative~~a ~~translation~~component ~~adjustments~~of ~~for~~an ~~changes~~entity inor ~~foreign~~a ~~currency~~group ~~exchange~~of ~~rates~~components ~~during~~of an entity is reported in discontinued operations if the ~~period~~disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results.

~~(p)~~In ~~Recent~~accordance ~~Accounting~~with ~~Pronouncements~~ASC No. 205-20, Discontinued Operations, for all periods presented, the results of operations and related balance sheet items associated with the MB Holdings are reported in discontinued operations in the accompanying consolidated statements of operations. Refer to Note 8 for more information.

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.Reclassification

~~The~~Certain ~~Company~~prior ~~has~~period ~~implemented~~amounts ~~all~~have ~~new~~been ~~accounting~~reclassified ~~pronouncements~~to ~~that~~the ~~are~~current inperiod ~~effect~~presentation. ~~and~~The ~~that~~Company ~~may~~has ~~impact~~netted ~~its~~the ~~consolidated~~line ~~financial~~“Deposit ~~statements~~on ~~and~~Potential ~~does~~Merger” ~~not~~with ~~believe~~Additional ~~that~~Paid-In ~~there~~Capital ~~are~~in ~~any~~the ~~other~~current ~~new~~period. ~~accounting~~During ~~pronouncements~~the ~~that~~previous ~~have~~periods ~~been~~such ~~issued~~was ~~that~~included ~~might~~as ~~have~~contra-equity aand ~~material~~the ~~impact~~reclassification onhad ~~its~~no ~~financial~~effect ~~position~~on orthe ~~results~~Total ofStockholder’s ~~operations~~Deficit line item.

3.Estimates ~~Property~~ and ~~Equipment~~Assumptions

	As atFebruary 28, 2022$			As atFebruary 28, 2021$
Computer equipment		40,491			39,782
Furniture and equipment		40,543			40,532
Total		81,034			80,314
Less: accumulated depreciation		(68,839	)		(64,902	)
Net carrying value		12,195			15,412

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 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.

F-98 Table of Contents

~~FLOOIDCX~~Net ~~CORP.Notes~~Income ~~to the Consolidated Financial StatementsYears Ended February 28, 2022 and 2021~~(~~Expressed~~Loss) inPer ~~U.S. Dollars)~~Share

4Net 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 ~~Loans~~Company ~~Payable~~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 December 31, 2023 and 2022 consisted of 2,331,000 and 100,000,000 common stock equivalents, respectively. The 2,331,000 common stock equivalents relate to the 154,000 preferred B convertible stock, which are convertible at a 30 to 1 ratio, and therefore are considered at their converted common stock equivalent. The 100,000,000 common stock equivalents relate to the convertible preferred A shares, which were subsequently cancelled during the year ended December 31, 2023.

~~(a)~~Foreign AsCurrency at February 28, 2022, the Company owed $2,295,443 (2021 – $2,235,893) which is non-interest bearing, unsecured, and due on demand. (b) As at February 28, 2022, the Company owed $660,192 (2021 – $442,802) which is unsecured, non-interest bearing, unsecured, and due on demand. (c) As at February 28, 2022, the Company owed $118,125 (2021 - $118,245) under a loan agreement dated June 17, 2020 which is unsecured, bears interest at 5% per annum, and has a 2% penalty fee for non-repayment on the due date which was July 31, 2020. The penalty fee is calculated at time of repayment and is based on the principal amount outstanding and any accrued interest thereon. As consideration for making the loan, the Company issued 5,883 shares of common stock with a fair value of $24,500 and granted 2,941 stock options with a fair value of $11,835 exercisable at $17.00 per share expiring on June 17, 2023. On October 5, 2020, the Company issued 17,648 shares of common stock with a fair value of $25,500 as payment for $3,984 interest and penalties due on this loan and extension of the maturity date of the loan to November 25, 2020, resulting in a loss on settlement of debt of $21,516. Refer to Notes 6(j) and (m). (d) As at February 28, 2022, the Company owed $196,875 (2021 - $197,075) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company. The Company issued 17,648 shares of common stock in lieu of any interest and late payment penalties. Refer to Note 6(l). (e) As at February 28,2022, the Company owed $94,500 (2021 - $94,596) under a loan agreement dated December 1, 2020. The loan is unsecured, non-interest bearing, and due on demand. (f) As at February 28,2022, the Company owed $23,625 (2021 - $23,649) under a loan agreement dated December 1, 2020 which is unsecured, bears interest at 5% per annum, and had a maturity date of June 1, 2021. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. (g) As at February 28, 2022, the Company owed $47,250 (2021 - $31,532) for a government backed loan to assist businesses during the COVID-19 pandemic. The loan is unsecured and non-interest bearing for the initial term until December 31, 2023 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven. The loan has been classified as a current liability as the Company has some uncertainty around meeting all of the eligibility requirements.Transactions

5The Company’s functional and reporting currency is the United States dollar. ~~Related~~The ~~Party~~functional ~~Transactions~~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.

~~(a)~~The Asaccounts atof ~~February~~MBE ~~28,~~(discontinued ~~2022,~~operations) ~~the~~and ~~Company~~Resolution ~~owed $~~1~~,123,076~~ ~~(2021~~are –translated ~~$930,020)~~ to ~~the~~United ~~President~~States ofdollars using the ~~Company~~current ~~which~~rate ismethod. ~~unsecured~~Accordingly, ~~non-interest~~assets ~~bearing,~~ and ~~due~~liabilities onare ~~demand.~~translated ~~(b)~~into AsUnited atStates ~~February~~dollars ~~28,~~at ~~2022,~~ the ~~Company owed $117,491 (2021~~ period-end ~~$15,200)~~exchange ~~under~~rate ~~various~~while ~~loan~~revenue ~~agreements~~and ~~which~~expenses are ~~unsecured,~~translated ~~bear interest~~ at ~~5% per annum, and have different maturity dates respectively. The interest rate increases to 12% per annum on non-repayment of~~ the ~~principal~~average ~~amount~~exchange ~~outstanding~~rates ~~and~~during ~~interest thereon by~~ the ~~due date~~period. ~~Interest~~Related isexchange ~~accrued~~gains ~~until final repayment~~ and islosses ~~based on the principal amount outstanding. The loan agreements~~ are ~~with~~included ~~the~~in ~~spouse~~a ofseparate ~~the~~component ~~President~~ of ~~the~~stockholders’ ~~Company.~~equity ~~(c)~~as Asaccumulated atother ~~February~~comprehensive ~~28,~~income. ~~2022,~~In ~~the~~connection ~~Company~~with ~~owed $27,999 (2021~~ split-off ~~$28,028) to the Chief Operating Officer (“COO”) of the Company. The amount owing is included~~ in ~~accounts~~June ~~payable and accrued liabilities. During the year ended February 28,~~ 2022, the Company ~~incurred~~derecognized ~~$40,703~~the ~~(2021~~accumulated –foreign ~~$38,250)~~currency intranslation ~~research~~gain ~~and development fees to the COO~~ of ~~the Company. (d) During the year ended February 28, 2022, the Company incurred~~ $~~191~~62,~~544~~858. ~~(2021~~In ~~– $180~~addition,~~000)~~ inas ~~research and development fees to the President~~ of ~~the~~December ~~Company. (e) During the year ended February 28~~31, 2022, the ~~Company~~assets ~~incurred $23,943 (2021 - $22,500) in administrative fees, which is included in general~~ and ~~administrative~~liabilities ~~expense, to the office manager who is also the spouse~~ of ~~the~~Resolution ~~President~~1 ofwere ~~the Company. (f) During the year ended February 28~~nominal, ~~2022, the Company recognized stock-based compensation of $128,913 (2021 - $505,556) to the President, COO~~ and ~~directors of the Company. The Company also recognized stock-based compensation of $18~~therefore,~~566~~ ~~(2021~~there -was ~~$111,570)~~no inaccumulated ~~general~~foreign ~~and~~currency ~~administrative~~translation toamount ~~the~~for ~~spouse~~this ~~of the President of the Company~~entity.

FIn addition, in accordance with ASC 830-1020, ~~Table~~Foreign Currency Transactions, any monetary assets or liabilities of ~~Contents~~the Company that are denominated in a foreign currency are revalued at the end of each reporting period based on the prevailing exchange rate. Foreign currency gains and losses on the revaluation are recognized as other income (loss). The Company holds notes payable denominated in the Canadian Dollar.

~~FLOOIDCX~~General ~~CORP.Notes to the Consolidated Financial StatementsYears Ended February 28, 2022~~ and ~~2021(Expressed~~Administrative ~~in U.S. Dollars)~~Expenses

6.General ~~Common~~and ~~Stock~~administrative expenses include operating expenses such as compensation and benefits, occupancy costs, allocated costs from merger termination and other office overhead including rent that is not directly attributable to revenue-generating activities.

~~Common~~F-9 ~~stock~~Table ~~issued~~of ~~during the year ended February 28, 2022:~~Contents

~~(a)~~General On March 1, 2021, the Company issued 6,570 shares of common stock with a fair value of $9,856, which was authorized from the prior year to the COO of the Company for prior year services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (b) On May 10, 2021, the Company cancelled 23,561 common shares pursuant to a settlement and ~~release~~administrative ~~agreement~~expenses ~~signed~~were onas ~~November~~follows ~~20, 2020. (c) On May 31, 2021, the Company issued 19,910 shares of common stock with a fair value of $10,355 to the COO of the Company~~ for ~~past services. The fair value of common stock was determined based on~~ the ~~end~~periods of day trading price of the Company on the date of authorization. As at February 28, 2022, these shares have been issued. (d) On August 31, 2021, the Company issued 30,391 shares of common stock with a fair value of $9,908 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at February 28, 2022, these shares have been issued. (e) On October 25, 2021, the Company issued 11,343 shares of common stock with a fair value of $9,641 which was authorized from the prior year to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization (f) On November 30, 2021, the Company authorized the issuance of 16,348 shares of common stock with a fair value of $9,772 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at February 28, 2022, these shares had not been issued. (g) On February 28, 2022, the Company authorized the issuance of 109,380 shares of common stock with a fair value of $9,844 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at February 28, 2022, these shares had not been issued.presented:

Common stock issued during the year ended February 28, 2021:


	For the Year Ended December 31, 2023		For the Ten Months Ended December 31, 2022
General and administrative
Professional fees	$	148,794	$	1,845
Advertising		153,423		-
Accounting fees		102,828		30,265
Legal fees		75,058		-
Office expense		4,326		1,396
Total general and administrative	$	484,429	$	33,506

OnNew ~~December 11, 2020, the Company effected a 1:85 reverse split of its issued~~ and ~~outstanding~~Recently ~~shares~~Adopted ofAccounting ~~common stock with shares rounded up to the nearest whole number. All share amounts were retroactively restated.~~Standards

~~(h)~~In OnJune ~~March 1~~2016, ~~2020,~~ the ~~Company~~FASB issued ~~3,651~~ASU ~~shares of common stock with a fair value of $9~~2016-13,~~308~~ toFinancial ~~the~~Instruments ~~COO~~- ofCredit ~~the~~Losses: ~~Company~~Measurement ~~for past services. (i) On May 31, 2020, the Company issued 5,926 shares~~ of ~~common~~Credit ~~stock~~Losses ~~with~~on aFinancial ~~fair value of $9~~Instruments,~~067~~ towhich ~~the~~changes ~~COO of~~ the ~~Company~~impairment model for ~~past~~most ~~services~~financial assets. The ~~fair~~update ~~value of common stock~~ was ~~determined~~intended ~~based~~to onimprove ~~the~~financial ~~end~~reporting ofby ~~day~~requiring ~~trading~~more ~~price~~timely recording of ~~the~~credit ~~Company~~losses on ~~the~~loans ~~date~~and ofother ~~authorization.~~financial ~~(j)~~instruments Onheld ~~June~~by ~~17,~~financial ~~2020,~~institutions ~~the~~and ~~Company~~other ~~issued 5,883 shares of common stock with a fair value of $24,500 to a third party under the terms of a loan agreement with the third party~~organizations. The ~~fair~~underlying ~~value~~premise of ~~common~~the ~~stock~~Update ~~was~~is ~~determined~~that ~~based~~financial onassets ~~the~~measured ~~end~~at ofamortized ~~day~~cost ~~trading~~should ~~price~~be ofpresented ~~the~~at ~~Company on~~ the ~~date~~net ofamount ~~issuance.~~expected ~~Refer~~ to ~~Note~~be ~~5(c). (k) On August 31~~collected, ~~2020,~~through ~~the~~an ~~Company~~allowance ~~issued~~for ~~5,667~~credit ~~shares~~losses ofthat ~~common~~is ~~stock~~deducted ~~with~~from ~~a fair value of $9,584 to~~ the ~~COO~~amortized ofcost ~~the Company for past services~~basis. The ~~fair~~allowance ~~value~~for ofcredit ~~common~~losses ~~stock~~should ~~was~~reflect ~~determined~~management’s ~~based~~current onestimate ~~the end~~ of ~~day~~credit ~~trading~~losses ~~price~~that ofare ~~the~~expected ~~Company~~to onoccur ~~the~~over ~~date of authorization. (l) On October 5, 2020,~~ the ~~Company~~remaining ~~issued~~life ~~17,648 shares~~ of ~~common stock with~~ a ~~fair~~financial ~~value of $25,500 in lieu of any interest and late payment penalties for the loan payable described in Note 5(d)~~asset. The ~~fair~~income ~~value~~statement ofwill ~~common~~be ~~stock~~affected ~~was~~for ~~determined based on~~ the ~~end~~measurement of ~~day~~credit ~~trading~~losses ~~price~~for ofnewly ~~the~~recognized ~~Company~~financial onassets, ~~the~~as ~~date~~well ofas ~~authorization. (m) On October 5, 2020,~~ the ~~Company~~expected ~~issued~~increases ~~17,648~~or ~~shares~~decreases of ~~common~~expected ~~stock~~credit ~~with~~losses athat ~~fair~~have ~~value~~taken ofplace ~~$25,500~~during tothe aperiod. ~~third~~The ~~party~~Company toadopted ~~settle accrued interest and late penalties owing for~~ the ~~loan~~new ~~payable~~standard ~~described~~on inJanuary ~~Note~~1, ~~5(c)~~2023. The ~~fair~~adoption ~~value~~did ofnot ~~common~~have ~~stock~~an ~~was~~impact ~~determined based~~ on ~~the~~our ~~end~~financial ofstatements ~~day~~as ~~trading~~we ~~price~~did ofnot ~~the~~have ~~Company~~any onaccounts ~~the~~receivable ~~date~~as of ~~authorization~~January 1, 2023.

FSegment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-11In ~~Table~~November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of ~~Contents~~the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU beginning with its Form 10-K for the period ended December 31, 2024. However, the adoption of the new standard did not have a material impact on the requisite disclosure in its financial statements.

~~FLOOIDCX~~Income ~~CORP.Notes~~Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, the ~~Consolidated~~FASB ~~Financial~~issued ~~StatementsYears~~ASU ~~Ended~~No. ~~February~~2023-09, 28Income Taxes (Topic 740): Improvements to Income Tax Disclosures, ~~2022~~which focuses on the rate reconciliation and ~~2021(Expressed~~income intaxes Upaid.S ASU No. ~~Dollars~~2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. flooidCX Corp expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows, and financial condition.

6.The ~~Common~~Company ~~Stock~~has ~~(continued)~~implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

	(n)	On November 30, 2020, the Company authorized the issuance of 11,343 shares of common stock with a fair value of $9,641 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at February 28, 2021, these shares remained to be issued.
	(o)	On February 28, 2021, the Company authorized the issuance of 6,570 shares of common stock with a fair value of $9,856 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at February 28, 2021, these shares remained to be issued.

F-10

Table of Contents

7Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ~~Preferred~~The ~~Stock~~amendments in this Update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. Public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is still assessing the new standard but does not believe it will have a material impact on its financial statements.

~~The~~3. ~~preferred~~Notes ~~stock~~Payable ~~contains certain rights and preference as detailed below:~~

·At InDecember ~~the~~31, ~~event~~2023, ~~of acquisition of~~ the Company, ~~the~~owed ~~preferred~~approximately ~~stockholder~~$3,761,000 in tonotes ~~receive~~payable ~~20%~~that ofwere ~~the~~unsecured, ~~aggregate~~due ~~valuation~~on ofdemand ~~such~~to ~~merger;~~unrelated ·parties, ~~The~~were ~~holder~~non-interest ~~can~~bearing ~~convert each share of preferred stock into 100 shares of common stock;~~ and ·denominated ~~Each~~in ~~holder~~Canadian ~~of preferred stock shall be entitled to cast 200 votes~~Dollar.

84. ~~Stock~~Notes ~~Options~~Payable – Related Parties

~~The~~At ~~following~~December ~~table~~31, ~~summarizes~~2022, the ~~continuity~~Company owed $3,728,586 to related parties, which are unsecured, non-interest bearing and due on demand. The amounts due are notes that are held by Quantum Energy, Inc., a company with common board members as flooid during 2022, which was also controlled by one of ~~stock~~flooid’s ~~options:~~board members in 2022.

	Number ofoptions			Weighted average exercise price$		Aggregate intrinsic value$
Balance, February 29, 2020		214,780			17.00
Granted		73,529			17.00
Cancelled		(4,941	)		17.00
Balance, February 28, 2021		283,368			17.00		-
Granted		70,588			17.00
Balance, February 28, 2022		353,956			17.00		-

At December 31, 2022, the Company owed $143,914 to a related party, which is unsecured, bears interest at the default rate of 12% and is due on demand.

~~Additional~~As ~~information~~of ~~regarding~~December ~~stock~~31, ~~options~~2023, all notes payable with related parties, with total outstanding asbalance, athave ~~February~~been 28assigned to Thorafore Capital Partners, ~~2022~~LLC, isunrelated asthird ~~follows:~~party (“third party”). All outstanding notes payable with related parties assigned to the third party were denominated in Canadian Dollars.

		Outstanding and exercisable
Range ofexercise prices$		Number of shares		Weighted average remaining contractual life (years)		Weighted averageexercise price$
	17.00		353,956		3.4		17.00

5. Other Related Party Transactions

~~The~~During ~~fair~~the ~~value~~year ofended ~~stock~~December ~~options~~31, ~~granted~~2023, ~~was estimated using~~ the ~~Black-Scholes~~Company ~~option~~had ~~pricing model assuming~~ no ~~expected~~transactions ~~dividends~~with orother ~~forfeitures~~related ~~and the following weighted average assumptions:~~ parties.

	2022			2021
Risk-free interest rate		1.20	%		0.41	%
Expected life (in years)		5			5
Expected volatility		283	%		276	%

At December 31, 2022, the Company owed $nil to the Chief Operating Officer (“COO”) of the Company. During the ten months ended December 31, 2022, the Company incurred $nil in research and development fees to the COO of the Company.

~~The~~During ~~fair value of stock options recognized during~~ the ~~year~~ten months ended ~~February~~December 2831, 2022 ~~was $107~~,~~600~~ ~~(February~~the ~~28,~~Company ~~2021~~incurred - $~~578,978), which was recorded as additional paid-~~nil in ~~capital~~research and ~~charged~~development fees to ~~operations.~~the ~~The~~President ~~weighted average fair value~~ of ~~stock options granted during~~ the ~~year ended February 28, 2022 was $17~~Company.~~00 (February 28, 2021 – $17.00) per option.~~

~~F-12~~During ~~Table~~the ten months ended December 31, 2022, the Company incurred $nil in administrative fees, which is included in general and administrative expense, to the office manager who is also the spouse of ~~Contents~~the President of the Company.

~~FLOOIDCX~~During ~~CORP.Notes~~the toten months ended December 31, 2022, the ~~Consolidated~~Company ~~Financial~~recognized ~~StatementsYears~~stock-based ~~Ended~~compensation ~~February~~of 28$nil to the President, ~~2022~~COO and ~~2021(Expressed~~directors inof Uthe Company.S. ~~Dollars)~~The Company also recognized stock-based compensation of $nil in general and administrative to the spouse of the President of the Company.

96. ~~Income~~Loss ~~Taxes~~on Debt Settlement

~~The~~During ~~following~~August ~~table~~of ~~reconciles~~2023, the ~~income~~Company ~~tax~~issued ~~benefit~~1,365,413 atcommon ~~the~~shares ~~statutory~~in ~~rates~~order to ~~income~~fully ~~tax~~satisfy ~~benefit~~an atoutstanding debt obligation to an existing creditor of approximately $314,000. In accordance with ASC 470-50, the ~~Company’s~~transaction ~~effective~~was ~~tax~~accounted ~~rate~~for as debt extinguishment and the difference between the approximately $5,094,000 fair value of the shares (i.e. the “reacquisition price”) and carrying value of the debt on the date of transaction was recognized in our statement of operations as a loss on debt settlement.

	2022$			2021$
Net loss before taxes		(838,833	)		(1,475,030	)
Statutory tax rate		21	%		21	%
Expected income tax recovery		(176,155	)		(309,756	)
Permanent differences and other		25,058			158,660
Change in valuation allowance		151,097			151,096
Income tax provision		-			-

7. Stockholders’ Equity (Deficit)

~~Deferred~~Stock income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting processes. Deferred income tax assets and liabilities at February 28, 2022 and February 28, 2021 are comprised of the following:Options

	2022$			2021$
Net operating losses carried forward		2,554,082			2,402,985
Valuation allowance		(2,554,082	)		(2,402,985	)
Net deferred tax asset		-			-

The following table summarizes the continuity of stock options:

The 2017 Act reduces the corporate tax rate from 34% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition, net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit all such net operating losses to be carried forward indefinitely.

	Number of Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balance – February 28, 2022		353,956		$	17.00	$	-
Expired		(353,956	)		17.00		-
Balance – December 31, 2022		-		$	-	$	-

AsPreferred at February 28, 2022, the Company is in arrears on filing its statutory corporate income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates.Stock

~~10. Subsequent~~The ~~Event~~preferred stock contains certain rights and preferences as detailed below: There were 0 and 1,000,000 shares of Series A outstanding at December 31, 2023 and 2022, respectively, 155,400 and 0 shares of Series B outstanding at December 31, 2023 and 2022, respectively, 915,400 and no shares of Series C outstanding at December 31, 2023 and 2022, respectively, no shares of Series D outstanding at December 31, 2023 and 2022 and no shares of Series E outstanding at December 31, 2023 and 2022.

OnSeries ~~May~~A ~~18,~~Preferred ~~2022~~Stock: (1,000,000 ~~the~~shares ~~Company~~authorized): ~~received loan payable proceeds of $13,000.~~

~~F-13~~The ~~Table~~preferred ofA ~~Contents~~shares had the following rights and privileges:

	·	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.

During the second quarter of 2023, the Series A preferred shares were cancelled, and, as such, no shares were issued and outstanding as of December 31, 2023.

F-11

Table of Contents

Series B Preferred Stock: (1,000,000 shares authorized):

The preferred B shares had the following rights and privileges:

	·	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 $0.001 par value per share.

During the year ended December 31, 2023, the Company issued 915,400 shares of Series B preferred stock as a deposit on the Company’s potential merger. The shares were issued in advance of the expected closing of the merger and were to be accounted for in purchase accounting if the merger was consummated. Subsequently, during the second and third quarters of 2023, 760,000 of the preferred shares were converted into 22,800,000 in accordance with the original conversion terms. Due to the termination of the merger, the shares were re-purposed as a pre-payment for a license to be acquired from the merger counterparty. The license was not transferred to the Company as of December 31, 2023.

Series C Preferred Stock: (1,000,000 shares authorized):

The preferred C shares had the following rights and privileges:

	·	The stockholder cannot convert into common stock; and
	·	Each holder of the preferred stock shall be entitled to cast 250 votes.
	·	Each holder shall be entitled to no liquidation preference.

During the year ended December 31, 2023, the Company issued 915,000 shares of Series C preferred stock as a deposit on the Company’s potential merger. Such shares had been issued in advance of the closing of the merger and were to be accounted for in purchase accounting if the merger was consummated. Due to the termination of the merger, the shares were re-purposed as a pre-payment for a license to be acquired from the merger counterparty. The license was not transferred as of December 31, 2023.

Series D Preferred Stock: (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 $0.001 par value per share.

Series E Preferred Stock: (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 $0.001 par value per share.

Common Stock

The Company has 300,000,000 Common Stock authorized. During the year ended December 31, 2023, the Company issued 22,980,412 shares of common stock to the merger counterparty. The shares were issued in advance of the closing of the merger and were to be accounted for in purchase accounting if such merger were consummated. As the merger was subsequently terminated, the issued shares were re-purposed as a prepayment for the purchase of a license from the merger counterparty. As the license was not received as of December 31, 2023, the Company, in accordance with ASC 505-10, recognized the issued shares as a deduction from equity.

During the year ended December 31, 2023, the Company issued 1,365,414 shares in order to settle an outstanding notes payable. The value of the shares were recognized at 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 approximately $5,094,000 was recognized in the statement of operations for the year ended December 31, 2023.

F-12

Table of Contents

8. Discontinued Operations

On June 27, 2022, the Company finalized the split-off of MBE Holdings, Inc. 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 liabilities were primarily assumed by MBE Holding, Inc. Based on the related party nature of such transaction, the Company recorded the impact of the transaction as a capital contribution.

The Company has accounted for the Split-off of MBE Holding, Inc. as discontinued operations in accordance with ASC 205-20, Discontinued Operations.

The following financial information presents the statements of operations of MBE Holdings, Inc. for the ten months ended December 31, 2022:

	Ten Months Ended December 31, 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 on Discontinued Operations	$	(173,201	)

In June 2022, the Company finalized the spin-off of MBE Holdings, Inc. The financial impact of this transaction was fully accounted for in the 2022 consolidated financial statements. There were no transactions or financial impacts related to the discontinued operations of MBE Holdings, Inc. in the year ended December 31, 2023.

The statements of cash flows do not present the cash flows from discontinued operations separately from cash flow from continuing operations. There was no amortization, capital expenditure, or other significant operating and investing noncash activity in the prior period.

F-13

Table of Contents

9. Income Taxes

The following table reconciles the income tax benefit (expense) at the statutory rates to income tax benefit (expense) at the Company’s effective tax rate.


	For the Year Ended December 31, 2023			Ten Months Ended December 31, 2022
Net income (loss) before taxes	$	793,677		($13,006		)
Statutory tax rate		21	%		21	%
Expected income tax due (recovery)		166,672			(2,731	)
Permanent differences and other		-			-
Change in valuation allowance		(166,672	)		2,731

Income tax provision	$	-		$	-

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting processes. Deferred income tax assets and liabilities at December 31, 2023 and 2022 are comprised of the following:

	As of December 31,
Deferred Tax Assets (Liabilities):	2023			2022

Net operating losses carried forward	$	2,390,141		$	2,556,813
Interest expense		2,428			-
Intangible amortization		(7,438	)		-
Total Deferred Tax Assets (Liabilities):		2,385,132			2,556,813
Less valuation allowance		(2,385,132	)		(2,556,813	)

Net deferred tax asset (liability)	$	-		$	-

The 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition, net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit all such net operating losses to be carried forward indefinitely.

At December 31, 2023, the Company had net operating loss carry forwards of approximately $5.7 million. All net operating losses are from 2017 and later and carry an indefinite life. No tax expense or benefit has been reported in the December 31, 2023 or 2022 financial statements and the potential tax benefit is offset by a valuation allowance of the same amount.

10. Subsequent Events

Flooid/Quantum has sold both exclusive and non-exclusive Licensed Distributorships, with sales closings in the last quarter of 2023 for $6.5MM which includes three (3) exclusive Quantum Licensed Distributorships in Eastern Canada, the State of Washington, Oklahoma, and one cross-licensing agreement with Inductance Energy Corporation. These Licensed Distributorships were sold for $1.5MM each and are fully paid. A Non-exclusive Licensed Distributorship at $500,000 was sold in Michigan to Viridis Energy Partners, Inc.

From the first quarter of 2024, an additional exclusive Licensed Distributorship was sold to Arc Energy of the Philippines for $3MM, with a $20MM minimum commitment for manufacturing to be located east of Manila. Flooid/Quantum also completed a letter of intent for licensing and manufacturing transactions in the Philippines for the electrification of over 80,000 housing units that begin construction in late 2025. Several additional Non-exclusive Licensed Distributorships were sold up to the date of this filing, the Company has sold Non-exclusive Quantum Licensed Distributorships all priced at $500,000 in Arizona (2), California (1), Texas (5), Arkansas (1). Utah (3), Idaho (3), Wyoming (3), Ohio (1), Montana (1), and Nevada (1).

The Company is currently in negotiation for eight (8) additional non-exclusive Distributorships in Utah, Indiana, Michigan, Ohio, Texas, and Kansas.

The Company now operates sales and operational offices in Tampa, Florida; Honolulu, Hawaii; Dallas/Fort Worth, Texas; Maumee, Ohio; Monroe, Michigan; Las Vegas, Nevada; Scottsdale, Arizona; St. George, Utah; Tulsa, Oklahoma; and Tacoma, Washington.

The Company’s active customer base for executed letters of intent, customer contracts, and ongoing Energy Surveys, engineering, system design and installation currently include; Embassy Suites (Hilton), Holiday Inn Express (IHG Hotels), Nokia, Karmali Holdings (Exxon Campus A, Houston), Texas Health Resources, Faith United, New Freedom (heath and human services), Verizon/Frontier Communications, Hampton Inns (Hilton), Humanetics Companies, RIMA Manufacturing. Governmental include; Lincoln County, Wyoming, City of Hillsdale, Michigan, City of Rosemond Community Service District (California).

The Company began its first large-scale contract on March 10, 2025, for Karmali Holdings, of Southlake Texas, located 222 Benmar Drive in Houston Texas, the former Exxon campus a location. The approved installation includes an 8-story class A office complex, and attached large-scale parking structure. The contract for installation is valued at between $17.5 and $23.2 million, (variance depends on new Central Plant heating and air-conditioning costs), and additional estimated recurring revenue of approximately $14 million over the term of the twenty-year contract.

From October of 2024 the Company has completed Letters of Intent, and has completed Energy Surveys on just under 3,000,000 ft.² of commercial and industrial facilities, representing approximately $52.1 million in potential installation fees, representing only six (6) of its current 109 facility installations, and additional contractual recurring revenue (monthly) of approximately $25.2 million over the twenty-year contracts. The Company has completed contractual negotiations and is expecting executed customer contracts for an estimated $52.1 million in installation fees no later than April 30, 2025. The Company has begun the engineering process for installations on one facility installation and Michigan, one facility installation in Houston Texas, one facility location in Dallas Texas, to facility locations in Phoenix Arizona, and one government awarded contract, (expected execution on or before April 30, 2025), located in Lincoln County Wyoming. The Company has active survey and installation work related to 109 facility locations in Arizona, Texas, Michigan, Illinois, Utah, Nevada, Idaho, Wyoming, Washington State, California, Massachusetts, and Wyoming for its Direct Energy Systems. The Company anticipates that its first permitting for installation will be issued in late April to end of May 2025.

F-14

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our ~~Chief Executive Officer~~President/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of ~~February~~December 2831, ~~2022~~2023. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our ~~Chief Executive Officer~~President/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining internal control over financial reporting for our internal control system which was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:

(1)	pertain to the maintenance of records that in reasonable detail accurately and ~~fairy~~fairly reflect our transactions.
(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our ~~chief~~President ~~executive officer~~ (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of ~~February~~December 2831, ~~2022~~2023, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013). Based on our evaluation under this framework, management concluded that our internal ~~control~~controls over financial reporting ~~was~~were not effective as of the evaluation date due to the factors stated below:

3219 Table of Contents

Management assessed the effectiveness of our company’s internal control over financial reporting as of the evaluation date and identified the following material weaknesses:

o Lack of proper segregation of duties due to limited personnel; o Lack of a formal review process that includes multiple levels of review from adequate personnel with requisite expertise.; and o Lack of written policies and procedures for accounting and financial reporting.

We do not have a functioning audit committee or sufficient outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, but the Company has acted to expand its Board of Directors by April 30, 2025, which includes the addition of four independent directors, and form Audit, Compensation, and a Governance and Nominating Committees.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our ~~chief~~President ~~executive officer~~ (our principal executive officer) and our ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer (our principal financial officer and principal accounting officer), has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This ~~annual~~ report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

~~Changes~~Audit ~~in Internal Control Over Financial Reporting~~Committee

~~There~~As ~~have~~of ~~been~~the nodate ~~changes~~of this annual report, we are currently nominating an audit committee. The Company has retained the accounting firm of Baker Tilly to assist in ~~our~~constructing ~~internal~~its ~~controls~~committees ~~over~~and ~~financial~~meeting ~~reporting~~regulatory ~~that~~requirements. ~~occurred~~We ~~during~~intend to establish an audit committee of the ~~year~~Board ~~ended~~of ~~February~~Directors, 28which will consist of independent directors, ~~2022~~of ~~that~~which ~~have~~at ~~materially~~least orone ~~are~~director ~~reasonably~~will ~~likely~~qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to ~~materially~~recommend ~~affect,~~to the Board of Directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. ~~over~~The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial ~~reporting~~statements and generally accepted accounting principles.

~~ITEM~~Board ~~9B. OTHER INFORMATION.~~Independence

~~There~~As of the date of this annual report, we are nocurrently ~~further~~nominating ~~disclosures~~four independent directors. The Company has retained the accounting firm of Baker Tilly to assist in constructing its committees and meeting regulatory requirements.

3320 Table of Contents

~~PART~~Audit ~~III~~Committee Financial Expert

~~ITEM~~As 10of the date of this annual report, we are currently nominating an audit committee. ~~DIRECTORS~~The Company has retained the accounting firm of Baker Tilly to assist in constructing its committees and meeting regulatory requirements. Our board of directors has determined that we do not have an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. In general, ~~EXECUTIVE~~an ~~OFFICERS~~“audit ~~AND~~committee ~~CORPORATE~~financial ~~GOVERNANCE~~expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.

~~DIRECTORS~~Code ~~AND~~of ~~EXECUTIVE OFFICERS~~Ethics

~~Our~~The ~~directors,~~Company ~~executive~~is ~~officers~~currently ~~and~~reviewing ~~key~~its ~~employees~~code of ethics for our executive officers, directors, and ~~their~~employees. ~~ages~~The asCompany ofhas retained the ~~date~~accounting firm Baker Tilly to assist in reviewing and adopting its code of ~~this~~ethics. ~~report~~However, ~~are~~our ~~listed~~management ~~below.~~intends ~~Our~~to ~~directors~~promote ~~hold~~honest ~~office~~and ~~for~~ethical ~~one-year~~conduct, ~~terms~~full orand ~~until~~fair ~~their~~disclosure ~~successors~~in ~~have~~our ~~been~~reports ~~elected~~to the SEC, and ~~qualified~~compliance with applicable governmental laws and regulations.

Name	Position	Age
Richard Hue	President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a Director	59
Mark Vange	Chief Technical Officer and a Director	50

Governance and Nominating Committee

The ~~biographies~~Company ofis in the ~~directors~~process of establishing a governance and ~~officers~~nominating ~~are~~committee. ~~set~~Our ~~forth~~board ~~below~~of directors, sitting as ~~follows:~~a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.

~~Richard~~Compensation Hue. Mr. Hue has been the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a director of the Company since October 2016. He has worked with companies in the service and technology industries. He is an experienced, passionate entrepreneur and self-professed, “startup junkie”. Mr. Hue’s experience working with companies in the service and technology sectors has offered founders experience and contacts in numerous fields. As lead investment manager of a privately managed family fund since September 1997, Mr. Hue also oversees many investments from real estate to technology. Mr. Hue began his career as an investment banker with one of Wall Street’s major investment banking institutions in 1988, providing him with many years of management and investment banking experience. His duties and responsibilities included: (i) researching and analyzing solutions for diversification and enhancement of portfolios; (ii) monitoring finances by analyzing cash flow and other financial statements; (iii) preparing valuation analyses; and (iv) analyzing data pertaining to debt and credit opportunities for various companies. And, as the former president of RT Equity Inc. from February 1995 to July 1998, a boutique merchant banking firm that was eventually acquired by a financial institution, Mr. Hue was responsible for overseeing the development of startups, restructuring business operations and expansions of private and public companies, many in the technology and biotech sector. In July 1999, Mr. Hue became the CEO of LaserMedia Communications Corp. which was publicly traded on both the US & Canadian Exchanges. Mr. Hue lead its ActFit brand to be one of the top selling products at Comp USA & Best Buy and AcitFit.com as one of the top fitness sites during the early internet days. Mr. Hue continues to successfully apply his investment and management skills to small and mid-cap companies both in North America and internationally. Committee

~~Mark~~The ~~Vange.~~Company ~~Mr.~~is ~~Vange~~in ~~has been~~ the ~~Chief~~process ~~Technical Officer~~ of ~~the~~establishing ~~Company since May 2013, as well as~~ a ~~technologist~~compensation ~~and~~committee ~~entrepreneur for over two decades. Mr. Vange was chief technology officer~~ of ~~VR1 Inc. from 1995 to 2001, where he led~~ the ~~development~~Board of ~~network technology to facilitate massively multiplayer online games~~Directors. ~~During~~The ~~2004,~~compensation ~~Mr.~~committee ~~Vange~~would ~~founded~~review ~~Mobile~~and ~~Post~~approve ~~Production~~our ~~for~~salary ~~rapid~~and ~~porting~~benefits ofpolicies, ~~applications~~including ~~between~~compensation ~~various mobile telephony platforms. He was also the chief technology officer~~ of ~~Electronic~~executive ~~Arts, one of the World’s largest video game companies, from April 2011 to August 2012~~officers. ~~Mr.~~The ~~Vange~~compensation ~~has~~committee ~~formed~~would ~~and~~also ~~exited~~administer ~~several~~any ~~technology~~stock ~~driven~~option ~~companies~~plans and isrecommend ~~also a successful advisor to companies~~ and ~~investment~~approve ~~funds~~grants ~~for~~of ~~technology~~stock ~~that~~options ~~enables~~under ~~community~~such ~~building and business operations~~plans.

~~FAMILY~~Changes ~~RELATIONSHIPS~~in Internal Control Over Financial Reporting

There ~~are~~have been no ~~family~~changes ~~relationships~~in ~~among~~ our ~~directors~~internal controls over financial reporting that occurred during the year ended December 31, 2023 that have materially or ~~officers~~are reasonably likely to materially affect, our internal controls over financial reporting.

~~INVOLVEMENT~~ITEM IN9B. ~~CERTAIN~~OTHER ~~LEGAL PROCEEDINGS~~INFORMATION.

~~During~~There ~~the~~are ~~past~~no ~~five~~further years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated)disclosures.

~~COMPLIANCE~~21 ~~WITH~~Table ~~SECTION~~of ~~16(a) OF THE EXCHANGE ACT~~Contents

~~The~~PART Company is not aware of any person who, at any time during the fiscal year ended February 28, 2022, was a director, officer, beneficial owner of more than ten percent of the Company’s common stock, that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year. III

34ITEM ~~Table~~10. ofDIRECTORS, ~~Contents~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~CORPORATE~~DIRECTORS ~~GOVERNANCE~~AND ~~MATTERS~~EXECUTIVE OFFICERS

~~Audit~~Our ~~Committee~~directors, executive officers and key employees, and their ages as of the date of this report, are listed below. Our directors hold office for one-year terms or until their successors have been elected and qualified.

As of the date of this Annual Report, we do not have an audit committee. We intend to establish an audit committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Name	Position	Age

Dennis M. Danzik	President, Secretary, Treasurer/Chief Financial Officer and a Director	66
Craig Kitchen	Director	72
William Westbrook	Director	47

~~Board~~The ~~Independence~~biographies of the directors and officers are set forth below as follows:

AsDennis ofM ~~the date of this Annual Report, we do not have any independent directors~~Danzik.

~~Audit~~Dennis ~~Committee~~Danzik ~~Financial Expert. Our board of directors~~ has ~~determined~~been ~~that we do not have an audit committee financial expert within~~ the ~~meaning~~President, ~~of Item 407(d)(5) of Regulation S-K. In general~~Secretary, anTreasurer/Chief ~~“audit~~Financial ~~committee~~Officer ~~financial~~and ~~expert” is an individual member of the audit committee who (~~a) ~~understands~~Director ~~generally accepted accounting principles and financial statements, (b) is able to assess the general application~~ of ~~such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to~~ the ~~breadth~~Company ~~and~~since ~~complexity~~July ~~to our financial statements~~15, ~~(d) understands internal controls over financial reporting and (e) understands audit committee functions~~2022.

~~Code~~Dennis M. Danzik is a research engineer by profession and has been practicing in product development and related investment opportunities since 1981. Mr. Danzik holds a degree in industrial engineering, and completed post studies at Sloan/MIT in product development (2009) and also completed post education at the Harvard Medical School (HMX) in physiology and genetics. Mr. Danzik’s expertise is in olefins, including polyethylene and polypropylenes including recycling methodologies in thermoplastics. Mr. Danzik has been granted US and foreign patents in composites, infectious waste processing including the use of ~~Ethics~~thermosets, thermoplastics and olefins. Mr. Danzik’s public company experience spans more than 30 years with directorships held on companies listed on the American, OTC, London, German (DAX), TSX.V, and the ASX in Australia. Mr. Danzik has also served as CEO, and engineering and sciences director on several public companies. Since 1998, Mr. Danzik’s work has been primarily in the oil and gas industry, wastewater treatment, materials recovery and magnetics.

WeCraig have not adopted a code of ethics for our executive officers, directors and employees. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.Kitchen

~~Nominating~~Craig ~~Committee~~Kitchen served as the Chief Commercial Officer for IAR Aircraft Services from August 2017 to September 2018. IAR Aircraft Services operates a fleet of C-130 aircraft in support of private global airlift and forest fire suppression.

~~We have not yet established a nominating committee~~Mr. ~~Our~~Kitchen ~~board~~served ~~of directors, sitting~~ as aChief ~~board,~~Commercial/Operations ~~performs~~Officer ~~the~~for ~~role~~MD ofHelicopters ~~a nominating committee~~(fmr. WeMcDonnell ~~are~~Douglas ~~not~~Helicopter) ~~currently~~from ~~subject~~July 2007 to ~~any~~August ~~law,~~2017. ~~rule~~His orresponsibilities ~~regulation~~included ~~requiring~~overseeing ~~that~~the wedevelopment ~~establish~~of acommercial ~~nominating~~and ~~committee~~military aircraft contracts.

~~Compensation Committee~~Mr. WeKitchen ~~intend~~has toextensive ~~establish~~public aand ~~compensation~~private ~~committee~~experience ofin ~~the Board of Directors~~finance. ~~The~~Prior ~~compensation~~to ~~committee~~his ~~would~~retirement ~~review~~in ~~and~~2017, ~~approve~~from ~~our~~MD ~~salary~~Helicopters, ~~and~~he ~~benefits~~was ~~policies,~~responsible ~~including~~for ~~compensation~~and ofsigned ~~executive~~a ~~officers.~~contract ~~The~~with ~~compensation~~the ~~committee~~United ~~would~~States ~~also~~Army ~~administer~~for ~~any~~$1.34 ~~stock~~billion. ~~option~~Mr. ~~plans~~Kitchen ~~and~~also ~~recommend~~served ~~and~~as ~~approve~~Chief ~~grants~~Executive Officer of ~~stock~~Eagle ~~options~~Picher ~~under~~from ~~such~~2002 ~~plans~~to 2005.

Mr. Kitchen earned a Bachelor of Science degree from the United States Air Force Academy in 1974 and is a retired United States Airforce flight officer, flight instructor, and combat veteran.

Mr. Kitchen also earned a Masters of Business Administration from the University of Northern Colorado in 1982.

William Westbrook

William Westbrook is currently an independent director on the Board of flooidCX Corp elected on August 8, 2022.

Mr. Westbrook served as a CFO for Quantum Energy Inc. and held that position since December 9, 2020 until December 31, 2022. From September 2014 until December 2019 Mr. Westbrook served as CEO of SoOum Corp., a company traded on OTC-Pink.

From July 2008 to December 2014 Mr. Westbrook worked as CEO of Estmar Global Inc., an international trading company specializing in the delivery of commodities to frontier markets and areas of conflict.

From March 2008 to July 2008 Mr. Westbrook worked as Workforce Performance Consultant to Aspen Technologies in Burlington Massachusetts and beginning in February 2007 to March 2008 he served as the National Budget Director for the Romney for President Campaign.

From 2005 to 2007 Mr. Westbrook worked as Assistant Controller for Lennar Corporation’s land development division in Tucson Arizona.

Table of Contents

From 2001 to March 2006 Mr. Westbrook worked for family business in land development.

In 2001 Mr. Westbrook earned a Bachelor of Arts degree in Economics from the Brigham Young University, which is located in Provo Utah.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company is not aware of any person who, at any time during the fiscal year ended December 31, 2023, was a director, officer, beneficial owner of more than ten percent of the Company’s common stock, that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.

CORPORATE GOVERNANCE MATTERS

During 2024, the Company executed a retainer agreement with the accounting firm of Baker Tilly to provide compliance and board guidance to the Company as it grows and expands.

Audit Committee

As of the date of this Report, we do not have an audit committee, but the Company is constructing one that will be in place no later than May1^st of this year. We are also establishing an audit committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Board Independence

As of the date of this Report, we do not have any independent directors but will be nominating four independent directors no later than May 1^st2025.

Audit Committee Financial Expert

Our board of directors has determined that we do not have an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions. The Company is actively seeking a fully qualified individual to fill this position, participate and support the entirety of the board of directors.

Code of Ethics

We have a code of ethics for our executive officers, directors and employees, that will be approved by our board of directors at its next meeting in April 2025. However, our management promotes and enforces honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Table of Contents

Governance and Nominating Committee

We are in the process of establishing a governance and nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a governance and nominating committee.

Compensation Committee

We intend to establish a compensation committee of the Board of Directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also administer any stock option plans and recommend and approve grants of stock options under such plans.

ITEM 11. EXECUTIVE COMPENSATION.

During ~~fiscal~~the years ended ~~February~~December 2831, ~~2022~~2023 and ~~2021~~ten months ended December 31, 2022, our officers and directors earned compensation asindicated ~~per~~in the chart below.

SUMMARY COMPENSATION TABLE

The following table sets forth information about the remuneration of our principal executive officer for services rendered during our fiscal years ended ~~February~~December 2831, ~~2022~~2023 and ~~2021~~ten months ended December 31, 2022. There were no other executive officers that had total compensation of $100,000 or more for our last completed full fiscal year. Certain tables and columns have been omitted as no information was required to be disclosed under those tables or columns.

35 Table of Contents

SUMMARY COMPENSATION TABLE

Name and principal position	Fiscal year	Salary($)		Stockawards($)	OptionAwards($)		All othercompensation($)				Total($)
Name and Principal Position	Year	Salary ($)			Bonus ($)				Stock Awards ($)				Option Awards ($)		Nonequity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Richard Hue (Chief Executive Officer, President,	2022	-0-		-0-	-0-(2)			191,544	(3)			191,544
Dennis M. Danzik-President,	2023		-			-				-				-		-		-		-		-
Treasurer/Chief Financial Officer)(1)	2021	-0-		-0-	-0-(4)			180,000	(3)			180,000
Chief Financial Officer and Director	2022		-			-				-				-		-		-		-		-

~~___________~~ (1) Mr. Danzik, who is currently the Company’s only executive officer, did not receive any form of compensation during either 2023 or 2022.

(1)	Mr. Hue has served in these capacities since October 2016.
(2)	The fair value was determined using the Black-Scholes option pricing model with the following assumptions: volatility at 280%; risk free interest rate of 1.71%; expected life of 5 years; and expected dividend rate of 0%.
(3)	Of the amounts due and owing to Mr. Hue as executive compensation, no amounts have been paid in cash and the entire amounts have been accrued as due and payable.
(4)	The fair value was determined using the Black-Scholes option pricing model with the following assumptions: volatility at 276%; risk free interest rate of 0.41%; expected life of 5 years; and expected dividend rate of 0%.

The following table sets forth information with respect to options awards for our principal executive officer:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Name	Number of securities underlying unexercised options(#) exercisable		Number of securities underlying unexercised options(#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price($)		Optionexpiration date
Richard Hue (1)		23,529	-0-	-0-		17.00	08/16/2022
		52,941	-0-	-0-		17.00	05/30/2026

None.

_________

(1) Does not include options to purchase 32,506 shares of common stock granted to Mr. Hue’s wife, who has served as our office manager and administrative officer.

In addition to the stock options shown in the above table, Mr. Hue was granted 1,000,000 shares of Series A Preferred Stock on April 20, 2017, which he still owns, based upon recognition of the outstanding services, leadership and innovative business operational strategies provided by Mr. Hue and his continuous dedication and loyalty to us, including undertaking of the development of the Gripevine technology. The shares of Series A Preferred Stock carry certain rights and preferences, including voting rights consisting of 200 votes for each one share of Series A Preferred Stock. The shares of Series A Preferred Stock are convertible into shares of common stock on a 1-for-1.18 basis, i.e. one share of Series A Preferred Stock for 1.18 shares of common stock.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

None of our executive officers or directors are parties to ~~any~~an employment ~~contracts~~contract.

36 Table of Contents

DIRECTOR COMPENSATION

We currently do not compensate our directors for acting asin such. ~~We also reimburse our directors for reasonable expenses incurred in connection with their service as directors~~capacity.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “NRS”) and our bylaws. Under Nevada law, a corporation may indemnify its directors, officers, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. In addition, a corporation may purchase or maintain insurance on behalf of its directors, officers, employees or agents for any liability incurred by him in such capacity, whether or not the corporation has the authority to indemnify such person.

Table of Contents

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

	(1)	such indemnification is expressly required to be made by law;
	(2)	the proceeding was authorized by our Board of Directors;
	(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
	(4)	such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This ~~advanced~~advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following tables set forth information as of ~~June~~December 1531, ~~2022~~2023, regarding the beneficial ownership of our common stock: (a) each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common or preferred stock; (c) each of our executive officers; and (d) the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 2 49,~~020~~166,~~871~~697 shares of common stock, 155,400 shares of Series B preferred stock and 1915,000~~,000~~ shares of Series AC preferred stock issued ~~and~~ outstanding as of ~~June~~December 1531, ~~2022~~2023.

37 Table of Contents

NAME AND ADDRESS OF BENEFICIAL OWNER	TITLE OF CLASS	NUMBER OF SHARES BENEFICIALLY OWNED (1)		PERCENT OF SHARES BENEFICIALLY OWNED (1)

Dennis M. Danzik	Common		13,800,000		28	%
Michael Halverson	Common		4,102,879		8	%
Hinz Family Trust	Common		3,600,000		7	%
Wyoming RE, LLC	Common		3,035,454		6	%
DEJA, LLC	Preferred B		120,000		77	%
John Rolfe, LLC	Preferred B		20,000		13	%
Harry Ewert	Preferred B		15,000		10	%
Dennis M. Danzik	Preferred C		460,000		50	%
Hinz Family Trust	Preferred C		120,000		13	%
DEJA, LLC	Preferred C		120,000		13	%
KIFU LLC	Preferred C		105,000		11	%
Anthony Ker	Preferred C		30,000		3	%
Craig Kitchen	Preferred C		30,000		3	%
John Rolfe, LLC	Preferred C		20,000		2	%
Harry Ewert	Preferred C		15,000		2	%
William Westbrook	Preferred C		15,000		2	%

NAME AND ADDRESS OF BENEFICIAL OWNER	TITLEOF CLASS	NUMBER OFSHARESBENEFICIALLYOWNED (1)			PERCENT OF SHARESBENEFICIALLYOWNED (1)
Richard Hue	Common		823,855	(2)		38.7	%
1282A Cornwall Road	Preferred		1,000,000			100	%
Oakville, Ontario Canada L6J 7W5
Mark Vange	Common		15,883	(3)		0.8	%
	Preferred	-0-				0	%
All executive officers and	Common		839,738	(4)		39.2	%
directors as a group (2 persons)	Preferred		1,000,000			100	%

(1) Series B preferred shareholders do not have voting rights. However, the shares are convertible to common stock at a ratio of 1:30. As such, the shareholder has the right to acquire beneficial ownership in accordance with Rule 13d-3(d) of the Exchange Act.

~~__________~~ (2) Each series C preferred shareholder is entitled to 250 votes (i.e. 1:250). However, the shares are not convertible into common stock.

(1)	Under Rule 13d-3, A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of that security within 60 days of June 15, 2022 through the exercise of options or warrants, vesting of restricted stock, or through the conversion of another security. For purposes of calculating each person’s or group’s percentage ownership, shares of our common stock issuable upon the exercise of options or warrants, vesting of restricted stock or through conversion of another security within 60 days of June 15, 2022 are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
(2)	Includes (a) 20,762 shares held of record by his wife and Office Manager for the Company, and (b)108,976 shares of common stock issuable upon exercise of immediately exercisable stock options, of which 76,470 options are held by him and 32,506 options are held by his wife and Office Manager of the Company. Mr. Hue’s wife and other independent contractors and employees of the Company have been granted stock options in lieu of compensation from time to time.
(3)	Includes 10,000 shares of common stock issuable upon exercise of immediately exercisable stock options.
(4)	Includes 118,976 shares of common stock issuable upon exercise of immediately exercisable stock options.

Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

We ~~do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We~~ historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources.

Except as set forth below, there were no transactions with any related persons (as that term is defined in Item 404 in Regulation S-K) during the last two completed fiscal years, or any currently proposed transaction, in which we were or were to be a participant and the amount involved which the amount exceeds the lesser of $120,000 or one percent of the average of our assets at year-end for the last two completed fiscal years, and in which any related person had a direct or indirect material interest.

AsITEM ~~of February 28, 2022, the Company owed $196,875 under a loan agreement dated October 5, 2020~~14. ~~The~~PRINCIPAL ~~loan~~ACCOUNTING ~~was~~FEES ~~due~~AND ~~November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company~~SERVICES.

AtThe ~~February~~following ~~28,~~table ~~2022~~shows ~~and~~the ~~2021,~~fees ~~balances~~paid ~~due~~or toaccrued ~~the~~for ~~President of~~ the ~~Company~~audit ~~were $1,123,076~~ and ~~$930,020,~~other ~~respectively. These balances are interest free, unsecured and are repayable on demand. The balances due were incurred mainly in connection with the~~ services provided ~~for~~by ~~the~~our ~~development~~principal ~~of an online complaint resolution platform~~accountant.

At February 28, 2022, the Company owed $117,491 ( 2021 - $15,200) under various loan agreements which are unsecured, bear interest at 5% per annum, and have different maturity dates respectively. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. Interest is accrued until final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the President of the Company.

	Dec. 2023		Dec. 2022
Audit fees	$	45,000	$	75,000
Audit related fees	-0-		-0-
Tax fees	-0-		-0-
All other fees	-0-		-0-

~~During~~Audit the year ended February 28, 2022, the Company incurred $23,943 (2021 - $22,500) in administrative fees, which is included in general and administrative expense, to the office manager who is also the spouse of the President of the Company.Fees

~~During~~Audit ~~the~~fees ~~year~~represent ~~ended February 28, 2022,~~ the ~~Company~~professional ~~incurred~~services ~~research~~rendered ~~and~~for ~~development~~the ~~fees~~audit of ~~$191,544~~our ~~(2021~~annual -financial ~~$180,000)~~statements and ~~$40,703 (2021 - $38,250) to~~ the ~~President~~review ~~and Chief Operating Officer~~ of ~~the~~our ~~Company,~~financial ~~respectively.~~statements ~~The~~included ~~Company~~in ~~also~~quarterly ~~recognized stock-based compensation of $18~~reports,~~566~~ ~~(2021~~along -with ~~$111,570)~~services innormally ~~general~~provided ~~and~~by ~~administrative~~the toaccountant ~~the~~in ~~spouse~~connection ofwith ~~the~~statutory ~~President~~and ofregulatory ~~the~~filings ~~Company~~or engagements.

38Audit ~~Table~~Related ~~of Contents~~Fees

~~ITEM~~Audit-related ~~14.~~fees ~~PRINCIPAL~~represent ~~ACCOUNTING~~professional ~~FEES~~services ~~AND~~rendered ~~SERVICES~~for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

~~The~~Tax ~~following table shows the fees paid or accrued for the audit and other services provided by our principal accountant.~~ Fees

	2022		2021
Audit fees	$	22,127	$	20,435
Audit related fees	-0-		-0-
Tax fees	-0-		-0-
All other fees	-0-		-0-

Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

~~Audit~~All Other Fees

~~Audit~~All other fees represent ~~the~~fees ~~professional~~billed ~~services rendered~~ for ~~the~~products ~~audit of our annual financial statements~~ and ~~the review of our financial statements included in quarterly reports, along with~~ services ~~normally~~ provided by the principal accountant, inother ~~connection~~than ~~with~~the ~~statutory~~services ~~and~~reported ~~regulatory~~for ~~filings~~the orother ~~engagements~~categories.

~~Audit~~26 ~~Related~~Table ~~Fees~~of Contents

~~Audit-related~~PART fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.IV

~~Tax~~ITEM ~~Fees~~15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

~~Tax~~The ~~fees~~following ~~represent~~exhibits ~~professional~~are ~~services~~filed ~~rendered~~as bypart ~~the~~of ~~principal~~this ~~accountant~~Form ~~for tax compliance, tax advice, and tax planning.~~10-K:

All Other Fees

Exhibit Number		Description

3.1		Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on September 11, 2014.

3.1.2		Amendment to Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on December 29, 2016.

3.1.3		Designation of Series A Preferred Stock filed with the Nevada Secretary of State on April 20, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on May 9, 2017.

3.1.3		Designation of Series A Preferred Stock filed with the Nevada Secretary of State on April 20, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on May 9, 2017.

3.1.4		Certificate of Amendment to Articles of Incorporation incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on March 21, 2019.

3.1.5		Name Change Resolution incorporated herewith as filed as an Exhibit to the Form 10-Q on November 14, 2023.

3.1.6		Amended and restated articles of incorporation as filed with the Secretary of State of Nevada incorporated herewith as filed as an Exhibit to the Current Report on Form PRER14C on June 21, 2024.

3.2		Bylaws of flooidCX Corp. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.

10.1		Amended Non-exclusive Cross License and Distribution incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on July 24, 2024.

10.2		Amended Non-Exclusive Commercial Agreement incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on July 24, 2024.

10.3		March 15, 2021 loan agreement for Cdn$100,000 incorporated herewith as filed as an Exhibit to the Form 10-Q on July 15, 2021.

10.4		Termination Agreement incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K/A on April 1, 2024.

31.1		Certification of Principal Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH**		Inline XBRL Taxonomy Extension Schema Document

101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.~~____________

39 Table of Contents

**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
*	Included as an Exhibit to this filing

~~PART~~ITEM IV16. FORM 10-K SUMMARY.

~~ITEM 15~~None. ~~EXHIBITS, FINANCIAL STATEMENT SCHEDULES.~~

~~The~~27 ~~following~~Table ~~exhibits are filed as part~~ of ~~this Form 10-K:~~Contents

ExhibitNumber		Description
2.1		Share Exchange Agreement by and among Resolution 1, Inc., the stockholders of Resolution 1, Inc., and flooidCX Corp. dated May 17, 2019 incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on May 21, 2019.
3. 1		Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.
3.1.2		Amendment to Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on December 29, 2016.
3.1.3		Designation of Series A Preferred Stock filed with the Nevada Secretary of State on April 20, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on May 9, 2017.
3.1.4		Certificate of Amendment to Articles of Incorporation incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on March 21, 2019.
3.2		Bylaws of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.
10.1		Gripevine Inc. 2017 Flexible Stock Plan dated August 16, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on October 3, 2017.
10.2		December 1, 2020 loan agreement for $23,649 incorporated herewith as filed as an exhibit to the Form 10-K on June 16, 2021
10.3		December 1, 2020 loan agreement for $94,596 incorporated herewith as filed as an exhibit to the Form 10-K on June 16, 2021
21		List of Subsidiaries incorporated herewith as filed as an Exhibit to the Annual Report on Form 10-K on June 14, 2017.
31.1		Certification of Principal Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

~~____________~~ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

	flooidCX Corp.

April 15, 2025	By:	*/s/ Dennis M Danzik*
		Dennis M. Danzik. President, Chief Executive Officer, Chief Financial Officer and Director

~~ITEM~~Pursuant ~~16.~~to ~~FORM~~the ~~10-K~~requirements ~~SUMMARY~~of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

~~None~~Each person whose signature appears below appoints Dennis M Danzik as his or her attorney-in-fact, with full power of substitution and re-substitution, to sign any and all amendments to this report on Form 10-K of flooidCX Corp., and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and in the capacities and on the dates indicated:

40 Table of Contents

Name	Title	Date

*/s/ Dennis M Danzik*	Director, President	April 15, 2025
Dennis M Danzik	Chief Executive Officer/Chief Financial Officer

*/s/ Craig Kitchen*	Director	April 15, 2025
Craig Kitchen

*/s/ William Westbrook*	Director	April 15, 2025
William Westbrook

~~SIGNATURES~~28

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	flooidCX Corp.
Date: June 15, 2022	By:	/s/ Richard Hue
		Richard Hue
		Chief Executive Officer and
		Chief Financial Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Each person whose signature appears below appoints Richard Hue as his or her attorney-in-fact, with full power of substitution and re-substitution, to sign any and all amendments to this report on Form 10-K of flooidCX Corp., and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and in the capacities and on the dates indicated:

Name	Title	Date
/s/ Richard Hue	Director, Chief Executive Officer/Chief	June 15, 2022
Richard Hue	Financial Officer
/s/ Mark Vange	Director	June 15, 2022
Mark Vange

Filing Compare · flooidCX Corp.