UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~June~~September 30, 2024

☐	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.)
3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169		89119
3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada		89169
(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 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 ☒ 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 ☒ 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 ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June~~July 2624, 2025, there were 4974,~~166~~487,~~697~~744 shares of the registrant’s common stock outstanding.

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

		Page
Cautionary Note Concerning Forward-Looking Statements		3
PART I. FINANCIAL INFORMATION		4
ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	4
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	2625
ITEM 4.	Controls and Procedures	2625
PART II. OTHER INFORMATION		2827
ITEM 1.	Legal Proceedings	2827
ITEM 1A.	Risk Factors	2827
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2827
ITEM 3.	Defaults Upon Senior Securities	2827
ITEM 4.	Mine Safety Disclosures	2827
ITEM 5.	Other Information	2827
ITEM 6.	Exhibits	2928
SIGNATURES		3029

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Cautionary Note Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements”. These forward-looking statements, including without limitation forward-looking statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve risks and uncertainties. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements as to our future operating results; plans for the marketing of our services; future economic conditions; the effect of our market and product development efforts; and expectations or plans relating to the implementation or realization of our strategic goals and future growth, including through potential future acquisitions. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, use of cash and other measures of financial performance, as well as statements relating to future dividend payments. Other forward-looking statements may be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “predicts,” “targets,” “forecasts,” “strategy,” and other words of similar meaning in connection with the discussion of future operating or financial performance. These statements are based on current expectations, estimates and projections about the industries in which we operate, and the beliefs and assumptions made by management. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLOOIDCX CORP

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(Unaudited)
Current assets
Cash and cash equivalents	$	~~236~~241,~~262~~753		$	-
Accounts receivable		75,~~000~~790,000			5,150,070
Prepaid expenses		~~207~~145,~~500~~000			-
Other receivables		5,~~137~~267,733			1,349,930
Total current assets		1211,~~581~~444,~~495~~486			6,500,000
Property and equipment, net		4,~~591~~447,~~914~~798			-
Total assets	$	1715,~~173~~892,~~409~~284		$	6,500,000
Current liabilities
Accounts payable and accrued liabilities	$	340,596		$	340,596
Notes payable, current		4,~~230~~280,~~370~~930			3,760,951
Total current liabilities	$	4,~~570~~621,~~966~~526		$	4,101,547
Non-current liabilities
Notes payable, non-current		32,~~130~~409,000			-
Total non-current liabilities	$	32,~~130~~409,000		$	-
Total liabilities		7,~~700~~030,~~966~~526			4,101,547
Stockholders' equity
Preferred A Stock, $0.001 Par Value, 1,000,000 Authorized; 0 Issued, and Outstanding as of June 30, 2024 and December 31, 2023.		-			-
Preferred A Stock, $0.001 Par Value, 1,000,000 Authorized; 0 Issued, and Outstanding as of September 30, 2024 and December 31, 2023.		-			-
Preferred B stock, $0.001 par value, 1,000,000 shares authorized; 155,400 shares issued and outstanding as of June 30, 2024 and December 31, 2023		155			155
Preferred B stock, $0.001 par value, 1,000,000 shares authorized; 155,400 shares issued and outstanding as of September 30, 2024 and December 31, 2023.		155			155
Preferred C stock, $0.001 par value, 1,000,000 shares authorized; 915,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023		915			915
Preferred C stock, $0.001 par value, 1,000,000 shares authorized; 915,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023.		915			915
Common stock, par value $0.001, 300,000,000 shares authorized; 49,166,697 shares issued and outstanding as of June 30, 2024 and December 31, 2023		49,166			49,166
Common stock, par value $0.001, 300,000,000 shares authorized; 49,166,697 shares issued and outstanding as of September 30, 2024 and December 31, 2023.		49,166			49,166
Common stock issuable		34,~~993~~538,~~774~~265			-
Additional paid-in capital		58,571,762			58,571,762
Accumulated deficit		(5354,~~143~~298,~~329~~505	)		(56,223,545	)
Total stockholder's equity		98,~~472~~861,~~443~~758			2,398,453
Total liabilities and stockholders' equity	$	1715,~~173~~892,~~409~~284			6,500,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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FLOOIDCX CORP

Condensed Consolidated Statement of Operations

(Expressed in U.S. dollars)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024		2023
Revenue	$	4500,000~~,000~~		$	-		$	5,~~000~~500,000	$	-
Operating expenses
General and administrative		1,~~509~~288,~~279~~400			2226,~~050~~645			13,~~809~~097,~~279~~679		~~100~~127,~~800~~445
Research and development		~~133~~252,~~000~~100			-			~~133~~385,~~000~~100		-
Depreciation expense		~~108~~144,~~086~~116			-			~~108~~252,~~086~~202		-
Total operating expenses		1,~~750~~684,~~365~~616			2226,~~050~~645			23,~~050~~734,~~365~~981		~~100~~127,~~800~~445
Operating income (loss)		2(1,~~249~~184,~~635~~616	)		(2226,~~050~~645	)		21,~~949~~765,~~635~~019		(~~100~~127,~~800~~445	)
Other income (expenses)
Interest expense		-			(42,~~363~~938	)		-		(811,~~625~~564	)
Foreign currency exchange gain (loss)		36(50,~~706~~560	)		(111,~~764~~222	)		~~130~~80,~~581~~021		(618,~~816~~038	)
Total other income (expenses)		36,706			(6,127	)		130,581		(15,441	)
Gain on sale of equipment		80,000			-			80,000		-
Net income (loss)		2,286,341			(28,177	)		3,080,216		(116,241	)
Loss on debt conversion settlements		-			(5,106,863	)		-		(5,106,863	)
Total other income (expenses)		29,440			(5,121,023	)		160,021		(5,136,465	)
Net income (loss)		(1,155,176	)		(5,147,668	)		1,925,040		(5,263,910	)
Net income (loss) per share
Basic	$	(0.0502	)	$	(0.0011	)	$	0.0604	$	(0.0225	)
Diluted	$	(0.0402	)	$	(0.0011	)	$	0.0503	$	(0.0225	)
Weighted average common shares outstanding, basic		49,166,697			1247,~~752~~007,~~129~~582			49,166,697		720,~~416~~758,~~145~~314
Weighted average common shares outstanding, diluted		5758,~~195~~106,~~109~~661			1247,~~752~~007,~~129~~582			56,~~210~~563,~~847~~719		720,~~416~~758,~~145~~314

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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FLOOIDCX CORP

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Expressed in U.S. dollars)

(Unaudited)

	Preferred A Stock						Preferred B Stock						Preferred C Stock				Common Stock				Stock		Paid-in			Accumulated			Total Stockholders'
																					Common		Additional						Total
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable		Capital			Deficit			Equity
	Preferred A Stock						Preferred B Stock						Preferred C Stock				Common Stock				Stock		Paid-in			Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable		Capital			Deficit			Equity (Deficit)
Balance, January 1, 2023		1,000,000		$	1,000			-		$	-			-	$	-		2,020,871	$	2,021	$	19,616	$	53,096,096		$	(57,017,222	)	$	(3,898,489	)
Issuance of Preferred Stock for Advance on Cross License		-			-			915,400			915			915,000		915		-		-		-		(1,830	)		-			-
Net loss		-			-			-			-			-		-		-		-		-		-			(88,064	)		(88,064	)
Balance, March 31, 2023		1,000,000		$	1,000			915,400		$	915			915,000	$	915		2,020,871	$	2,021	$	19,616	$	53,094,266		$	(57,105,286	)	$	(3,986,553	)
Cancellation of shares		(1,000,000	)		(1,000	)		-			-			-		-		-		-		-		1,000			-			-
Preferred conversion to common stock 30:1		-			-			(730,000	)		(730	)		-		-		21,900,000		21,900		-		(21,170	)		-			-
Common stock issued for deposit on potential merger		-			-			-			-			-		-		19,124,680		19,125		-		(19,125	)		-			-
Net loss		-			-			-			-			-		-		-		-		-		-			(28,177	)		(28,177	)
Balance, June 30, 2023		-		$	-			185,400		$	185			915,000	$	915		43,045,551	$	43,046	$	19,616	$	53,054,971		$	(57,133,463	)	$	(4,014,730	)
Preferred conversion to common 30:1		-			-			(30,000	)		(30	)		-		-		900,000		900		-		(870	)		-			-
Common stock issued for deposit on potential merger		-			-			-			-			-		-		3,486,281		3,486		-		(3,486	)		-			-
Common stock issued for conversion of debt		-			-			-			-			-		-		1,365,414		1,365		-		5,475,666			-			5,477,031
Net income (loss)		-			-			-			-			-		-		-		-		-		-			(5,147,668	)		(5,147,668	)
Balance, September 30, 2023		-		$	-			155,400		$	155			915,000	$	915		48,797,246	$	48,797	$	19,616	$	58,526,281		$	(62,281,131	)	$	(3,685,367	)
Balance, January 1, 2024		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	-	$	58,571,762		$	(56,223,545	)	$	2,398,453
Common stock issuable		-			-			-			-			-		-		-		-		1,793,248		-			-			1,793,248
Net income		-			-			-			-			-		-		-		-		-		-			793,875			793,875
Balance, March 31, 2024		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	1,793,248	$	58,571,762		$	(55,429,670	)	$	4,985,576
Common stock issuable		-			-			-			-			-		-		-		-		2,200,526		-			-			2,200,526
Net income		-			-			-			-			-		-		-		-		-		-			2,286,341			2,286,341
Balance, June 30, 2024		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	3,993,774	$	58,571,762		$	(53,143,329	)	$	9,472,443
Common stock issuable		-			-			-			-			-		-		-		-		544,491		-			-			544,491
Net income (loss)		-			-			-			-			-		-		-		-		-		-			(1,155,176	)		(1,155,176	)
Balance, September 30, 2024		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	4,538,265	$	58,571,762		$	(54,298,505	)	$	8,861,758

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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FLOOIDCX CORP

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Expressed in U.S. dollars)

(Unaudited)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities
Net (loss) income	$	31,~~080~~925,~~216~~040		$	(~~116~~5,~~241~~263,910	)
Adjustments to reconcile net loss (income) to net cash provided by operating activities:
Depreciation expense		~~108~~252,~~086~~202			-
(Gain) loss on foreign currency re-measurement		(130,581	)		6,816
Gain on sale of equipment		(80,000	)		-
(Gain) loss on foreign currency re-measurement		(80,021	)		18,038
Loss on debt conversion		-			5,106,863
Increase (decrease) in operating liabilities
Accounts receivable		(1639,~~849,~~930	)		-
Prepaid expenses		(~~207~~145,~~500~~000	)		~~4,795~~-
Other receivables		(3,~~787~~917,803	)		-
Accounts payable and accrued liabilities		-			-
Accounts payable and accrued liabilities - Discontinued Operations		-			25,989
Common stock issuable		34,~~993~~538,~~774~~265			-
Due to related parties		-			~~104~~113,~~630~~020
Net cash provided by operating activities	$	1,~~206~~852,~~262~~753		$	-
Cash flows from investing activities
Purchase of equipment		(970,000	)		-
Net cash used in investing activities	$	(970,000	)	$	-
Refund received on equipment purchase		67,000
Proceeds from sale of equipment		80,000			-
Net cash used in investing activities	$	(823,000	)	$	-
Cash flows from financing activities
Net cash provided by (used in) financing activities	$	-		$	-
Payments on notes payable		(788,000	)		-
Net increase in cash and cash equivalents	$	236,262		$	-
Net cash provided by (used in) financing activities	$	(788,000	)	$	-
Net increase in cash and cash equivalents	$	241,753		$	-
Cash and cash equivalents
Beginning of year	$	-		$	-
End of year	$	~~236~~241,~~262~~753		$	-
Supplemental disclosures of non-cash investing and financing activities:
Property and equipment acquired through the issuance of debt	$	3,~~730~~009,000		$	-
Conversion of debt through issuance of common stock	$	-		$	334,234
Issuance of Preferred Stock for deposit on potential merger	$	-		$	1,006,720
Issuance of common stock for deposit on potential merger	$	-		$	58,124,277
Supplemental disclosures of cash flow information:
Cash paid for income tax	$	-		$	-
Cash paid for interest	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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FLOOIDCX CORP

Notes to the Financial Statements

Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2024 and 2023

(Expressed in U.S. dollars)

(Unaudited)

1. Nature of Operations and Continuance of Business

flooidCX Corp (“flooid”), currently in process of changing its name to Quantum Energy Corporation, and formerly Gripevine, Inc. and Baixo Relocation Services, Inc. (the “Company”), was incorporated in the state of Nevada on January 7, 2014.

Effective June 27, 2022, the Company entered into a split-off agreement with its President and majority shareholder at the time, and MP Special Purpose Corporation (“MP Special”). As part of the agreement the Company transferred its equity interest in MB Holdings, Inc., (“MBE”) to the majority shareholder, and the majority shareholder transferred his equity interest in the Company to MP Special in exchange for $600,000. In addition, as part of the transaction, the parties agreed that certain specified debt would remain or be transferred to flooid, and that other specific debt would remain or be transferred to MBE. Because the Company’s majority shareholder was involved in this transaction, it has been treated as a common control transaction, and therefore, the derecognition of the net liabilities of MBE were accounted for as an equity transaction rather than a gain. After the split-off of MBE, the Company had no operating activities.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of ~~June~~September 30, 2024, the Company had cash or cash equivalents of $~~236~~241,~~262~~753 and stockholders’ equity of approximately $98.59 million.

2. Summary of Significant Accounting Policies

Basis of Presentation

These 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 financial statements include the accounts of the Company, flooid CX Corporation. The Company has evaluated subsequent events through the date of the filing with the Securities and Exchange Commission. The Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements. These condensed consolidated financial statements are presented in U.S. Dollars.

Revenue Recognition

The Company recognized revenue of $4.0.5 million and $0 during the three months ended ~~June~~September 30, 2024 and 2023, respectively. The Company recognized revenue of $5.05 million and $0 during the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company had one revenue stream engaged, which was revenue earned from the sale of 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. 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.

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Revenue Recognition under ASC 606 Revenue from Contracts with Customers

In applying Accounting Standards Codification (“ASC”) 606, revenue is recognized by following a five-step process:

1. Identify the contract(s) with 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.

2. Identify the performance obligations in the contract. The single performance obligation provides the distributor with a right to use license to the Company’s technology in a specific territory for a license fee.

3. Determine the transaction price. The purchase price stated is a fixed price stated in the Licensed Distributor Agreement. The agreements with customers do not include any form of variable consideration. The licensor and licensee agree that the License Fee may be paid in cash, real estate, or trade. When the license fee is paid by non-cash consideration, the license fee is measured by the estimated fair value of the non-cash consideration at the inception of the agreement.

4. Allocate the transaction price to the performance obligations in the contract. Because there is a single performance obligation no allocation is required.

5. Recognize revenue when (or as) we satisfy a performance obligation. Consideration from the Licensed Distributorship agreements is recognized at a point in time upon delivery of the license to the distributor.

The Company 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.

Accounts 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 ~~June~~September 30, 2024 and December 31, 2023, the Company had an accounts receivable balance of $75.08 million and $5.2 million, respectively. All amounts were deemed collectable as of ~~June~~September 30, 2024 and December 31, 2023.

Other Receivables

Other receivables were $5.13 million and $1.3 million as of ~~June~~September 30, 2024 and December 31, 2023, respectively. As of ~~June~~September 30, 2024, other receivables consist of accounts receivable collections through a third-party which is due to the Company of $2.7 million and amounts owed related to cash collected on behalf of the Company for future common stock issuances of $2.46 million which is imminently collectible as of ~~June~~September 30, 2024. During the year ended December 31, 2023, the Company began and ultimately terminated a merger with a third-party entity. In connection with this merger termination, certain of the Company’s accounts receivable were collected on behalf of flooidCX by the third-party entity as of ~~June~~September 30, 2024 and throughout the year ended December 31, 2023. The Company has deemed these amounts imminently collectible as of ~~June~~September 30, 2024.

Long-Lived Assets

Property and equipment are recognized in accordance with ASC 360, Property, Plant, and Equipment. Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs at least annually, or more frequently whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is an indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions.

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Estimates and Assumptions

The preparation of these 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.

Net Income (Loss) Per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive.

Potentially dilutive shares outstanding for the three months ended ~~June~~September 30, 2024 and 2023 consist of approximately 8,~~028~~940,000 and nil common stock equivalents, respectively. The 8,~~028~~940,000 common stock equivalents for the three months ended ~~June~~September 30, 2024 relate to the 154,000 preferred B convertible stock at their 30:1 conversion ratio resulting in approximately 4,662,000 common stock equivalents and stock payable from shares to be issued for stock subscriptions of approximately 34,~~366~~278,000 common stock equivalents.

Potentially dilutive shares outstanding for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 consist of approximately 7,~~044~~397,000 and nil common stock equivalents, respectively. The 7,~~044~~397,000 common stock equivalents for the ~~six~~nine months ended ~~June~~September 30, 2024 relate to the 154,000 preferred B convertible stock at their 30:1 conversion ratio resulting in approximately 4,662,000 common stock equivalents and stock payable from shares to be issued for stock subscriptions of approximately 2,~~382~~735,000 common stock equivalents.

Foreign Currency Transactions

The Company’s functional and reporting currency is the United States dollar. In addition, in accordance with ASC 830-20, Foreign Currency Transactions, any monetary assets or liabilities of 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 liabilities which are denominated in Canadian Dollars.

The relevant translation rates are as follows:

	As of June 30, 2024		As of December 31, 2023
	As of September 30, 2024		As of December 31, 2023
Closing rate, Canadian Dollar (CAD) to $USD at period end		0.~~7306~~7408		0.7569

General and Administrative Expenses

General and 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.

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General and administrative expenses were as follows for the periods presented:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
General and administrative
Advertising	$	1324,~~095,000~~943	$	-	$	1,~~395~~719,~~000~~943	$	-
Professional fees		~~169~~45,~~174~~912		22,~~050~~500		~~169~~215,~~174~~086		~~100~~123,~~800~~300
Facilities and operations		~~150~~50,000		-		~~150~~200,000		-
Wages and Employee Expenses		60752,~~000~~734		-		60812,~~000~~734		-
Office expense		829,~~858~~394		-		838,~~858~~252		-
Insurance		844,~~844~~545		-		853,~~844~~389		-
Other		17,403		-		17,403		-
Rent expense		12,487		-		12,487		-
Total general and administrative	$	1,509,279	$	22,050	$	1,809,279	$	100,800
Other		28,385		4,145		45,788		4,145
Total general and administrative	$	1,288,400	$	26,645	$	3,097,679	$	127,445

New and Recently Adopted Accounting Standards

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. 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 an impact on our financial statements, as management reviewed the receivable balances in accordance with the standard and determined the balances were fully collectible as of ~~June~~September 30, 2024 and December 31, 2023.

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In 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 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 will adopt the ASU beginning with its Form 10-K for the period ended December 31, 2024.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, 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.

The Company has 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.

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3. Notes Payable

As of ~~June~~September 30, 2024 and December 31, 2023, the Company owed a total of approximately $76,~~360~~690,000 and $3,761,000, respectively, related to various notes payable~~, respectively~~.

Notes Originated Prior to 2024

At ~~June~~September 30, 2024 and December 31, 2023, the Company owed approximately $3,~~630~~690,000 and $3,761,000, respectively, to various parties, which are unsecured and due on demand. The note are denominated in Canadian Dollars and bear no interest. The notes are re-measured at the spot exchange rate as of the balance sheet date.

Note Originated During 2024

During 2024, the Company purchased various property and equipment totaling $4,700,000. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company paid $~~970~~1,758,000 and received a refund of approximately $67,000 resulting in a remaining liability balance of 3,~~730~~009,000 as of ~~June~~September 30, 2024. The note requires minimum payments of $50,000 per month through December 31, 2026, at which time the remaining outstanding balance is due. The note bears no interest.

4. Property and Equipment, Net

Property and equipment, net consists of equipment, furniture and fixtures, vehicles and trailers and computers.

Property and equipment was as follows for the periods presented:

			June 30,			December 31,
Category	Estimated Useful Life (Years)		September 30,2024			December 31,2023
Category	Estimated Useful Life (Years)		2024			2023
Equipment		10	$	2,920,761		$	-
Furniture and fixtures		5		119,304			-
Vehicles and trailers		7		1,332,848			-
Computers		5		327,087			-
Property and equipment, gross				4,700,000			-
Accumulated depreciation				(~~108~~252,~~086~~202	)		-
Property and equipment, net			$	4,~~591~~447,~~914~~798		$	-

Depreciation expense for the three months ended ~~June~~September 30, 2024 and 2023 was $~~108~~144,~~086~~116 and $0, respectively, and was $~~108~~252,~~086~~202 and $0 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. No impairments were recognized during the ~~six~~nine months ended ~~June~~September 30, 2024 or 2023.

During the three months ended June 30, 2024, the Company entered into an asset purchase agreement totaling $4.7 million dollars for the purchase of various equipment, furniture and fixtures, vehicles and trailers and computers. The notes require minimum payments of $50,000 per month through December 31, 2026, at which time the remaining outstanding balance is due. The note bears no interest. See note 3 for more information. During the three months ended September 30, 2024, the Company received a refund of $67,000.

During the three months ended September 30, 2024, the Company sold fully depreciated equipment for $80,000, resulting in a gain of $80,000.

5. Stockholders’ Equity

Preferred Stock

The preferred stock contains certain rights and preferences as detailed below: There were no shares of Series A outstanding at ~~June~~September 30, 2024 and December 31, 2023, 155,400 shares of Series B outstanding at ~~June~~September 30, 2024 and December 31, 2023, 915,000 shares of Series C outstanding at ~~June~~September 30, 2024 and December 31, 2023, no shares of Series D outstanding at ~~June~~September 30, 2024 and December 31, 2023 and no shares of Series E outstanding at ~~June~~September 30, 2024 and December 31, 2023.

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Preferred A: (1,000,000 shares authorized):

The preferred A 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.
	•	Each holder shall be entitled to receive 30 for 1 share of liquidation proceeds $0.001 par value per share.

During the second quarter of 2023, the preferred A shares were cancelled, and, as such, no shares were authorized or outstanding as of ~~June~~September 30, 2024 and December 31, 2023.

Merger related preferred shares

In connection with the potential merger, the company established an additional series of preferred stock, summarized as follows:

Preferred B: (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 three months ended March 31, 2023, the Company issued 915,400 shares of Series B preferred stock as a deposit on the Company’s potential merger. 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 quarter of 2023, 730,000 and the third quarter of 2023, 30,000 of the preferred shares, were converted into 21,900,000 and 900,000 common shares, respectively, in accordance with the original conversion terms.

Preferred C: (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 ~~six~~nine months ended ~~June~~September 30, 2023, the Company issued 915,000 shares of Series C preferred stock as a deposit on the Company’s potential merger. Such shares have been issued in advance of the closing of the merger and were to be accounted for in purchase accounting if the merger was consummated.

Preferred D: (1,000,000 shares authorized; zero shares issued):

	•	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.

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Preferred E: (2,000,000 shares authorized; zero shares issued):

	•	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 three months ended ~~June~~September 30, 2024 and 2023, the Company issued 0 and 215,~~900~~751,~~000~~965 common shares respectively. During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company issued 0 and 4146,~~024~~776,~~680~~375 common shares, respectively.

Common Stock Payable

During the three months ended ~~June~~September 30, 2024, stock subscriptions for common stock totaling approximately 1209,~~335,~~000 shares and approximately ~~755~~308,000 for advertising services. During the ~~six~~nine months ended ~~June~~September 30, 2024, stock subscriptions for common stock totaling approximately 23,~~754~~865,000 shares and approximately 1,~~040~~349,000 for advertising services. ~~These shares are to be issued to the counterparties during fiscal year 2025.~~

6. Subsequent Events

In accordance with ASC 855 Subsequent Events, the Company has evaluated events and transactions subsequent to ~~June~~September 30, 2024, through the date these financial statements were issued. Other than the below, there are no subsequent events identified that would require disclosure in these financial statements.

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 second 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).

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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 location. The approved installation includes an 8-story class A office complex, and attached large-scale parking structure. The contract for installation is valued between $17.5 million 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~~nine (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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides an analysis of the Company’s financial condition and results of operations and should be read in conjunction with the Interim Financial Statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2023. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

The Company

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.

Intellectual Property

flooid/Quantum vigorously pursues exclusive licenses and intellectual property protection for our innovative technologies, including exclusive licenses and patents for Photon Lighting Systems, Photovoltaic Systems, Photon Engines, as well as energy storage and distribution systems. Flooid/Quantum owns and develops trademarks and copywritten materials that secure our brand identity in the global market. Our commitment to research and development, and legal protection strategies ensure our technological advancements remain proprietary and competitive.

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Products

flooid/Quantum’s proprietary EET technology is the patent pending ability to transmit harvested electrical energy through the open channels of any USB or ethernet cable from as low as 80 Watts to over several hundred Watts per channel. EET also follows low-voltage protocol in many installations, eliminating conduit, and also eliminating standardized electrical cable. This dramatically lowers both new and remodeling construction costs. In many installations, EET can completely replace 110-120 V outlets and related switches, wire, conduit, and panel costs, including AC circuit breakers and related equipment. The technology also affords superior remote control and remote monitoring.

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.

Photon Lighting System- Our exclusive 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 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.

Thermal Energy Harvesting- The Company is leading the 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.

Photon Engines- These engines exemplify efficiency, converting minimal input power (typically less than 12 volts DC) into stored mechanical energy, and then converts that stored energy into conditioned and clean electrical energy, (typically 48 volts DC), a hallmark of innovation in energy generation. Danzik’s Magnetic Propulsion discoveries allow a single low speed flywheel to multiply the 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.

Applications- 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-to-end consumer operation, adaptable across various industrial, commercial, institutional, and residential settings including off-grid applications.

Rare Earth- Our involvement in the rare earth sector, with operational recycling and processing facilities in Wyoming, and Missouri, underscores our dedication to securing essential materials for our high-grade magnets and assemblies, crucial for a wide range of industries.

Magnets and Magnetic Assemblies- The Company’s world-class manufacturing processes produce high-quality magnets and assemblies, meeting stringent requirements for the electrical, aerospace, and medical industries, among others.

Batteries- The Company’s 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.

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Results of Operations

Our financial results for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 are summarized as follows:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024		2023
Revenue	$	4500,000~~,000~~		$	-		$	5,~~000~~500,000	$	-
Operating expenses
General and administrative		1,~~509~~288,~~279~~400			2226,~~050~~645			13,~~809~~097,~~279~~679		~~100~~127,~~800~~445
Research and development		~~133~~252,~~000~~100			-			~~133~~385,~~000~~100		-
Depreciation expense		~~108~~144,~~086~~116			-			~~108~~252,~~086~~202		-
Total operating expenses		1,~~750~~684,~~365~~616			2226,~~050~~645			23,~~050~~734,~~365~~981		~~100~~127,~~800~~445
Operating income (loss)		2(1,~~249~~184,~~635~~616	)		(2226,~~050~~645	)		21,~~949~~765,~~635~~019		(~~100~~127,~~800~~445	)
Other income (expenses)		3629,~~706~~440			(65,~~127~~121,023	)		~~130~~160,~~581~~021		(155,~~441~~136,465	)
Net income (loss)	$	2(1,~~286~~155,~~341~~176	)	$	(285,~~177~~147,668	)	$	31,~~080~~925,~~216~~040	$	(~~116~~5,~~241~~263,910	)

~~For the~~ Three ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2024 ~~and~~compared to three months ended September 30, 2023

Revenue

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2024		2023
Revenue	$	4500,000~~,000~~	$	-

We generated $4.0.5 million and $0 revenue for the three months ended ~~June~~September 30, 2024 and 2023, respectively. During the ~~second~~third quarter of 2024, flooid/Quantum sold ~~three~~one Licensed Distributorships in the ~~amounts~~amount of $3.0 ~~million, $0~~.5 million ~~and $0~~.5 ~~million.~~

General and Administrative

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2024		2023
General and administrative
Advertising	$	1324,~~095,000~~943	$	-
Professional fees		~~169~~45,~~174~~912		22,~~050~~500
Facilities and operations		~~150~~50,000		-
Wages and Employee Expenses		60752,~~000~~734		-
Office expense		829,~~858~~394		-
Insurance		844,~~844~~545		-
Other		17,403		-
Rent expense		12,487		-
Total general and administrative	$	1,509,279	$	22,050
Other		28,385		4,145
Total general and administrative	$	1,288,400	$	26,645

During the three months ended ~~June~~September 30, 2024 and 2023, we incurred general and administrative expense in the amount of approximately $1,~~509~~288,000 and approximately $2227,000, respectively, an increase of approximately $1,~~487~~261,000. The ~~increases~~increase during the three months ended ~~June~~September 30, 2024 as compared to ~~comparable~~the ~~prior~~three ~~period~~months ended September 30, 2023 were due to increases in advertising of approximately $1325,~~095,~~000, professional fees of approximately $~~147~~23,000, facilities and operations of approximately $~~150~~50,000, wages and employees expense of approximately $60753,000, office expense of approximately $929,000, insurance of approximately $945,000, rent expense of approximately $12,000 and other of approximately $1724,000. These increases were driven by a ramp up in operations to begin installations of the Company’s products.

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Research and development

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2024		2023
Research and development	$	~~133~~252,~~000~~100	$	-

Research and development was approximately $~~133~~252,000 for the three months ended ~~June~~September 30, 2024, compared to $0 for the three months ended ~~June~~September 30, 2023. The increase was driven by the Company’s ramp up in operations during the current period.

Depreciation Expense

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2024		2023
Depreciation expense	$	~~108~~144,~~086~~116	$	-

Depreciation expense was approximately $~~108~~144,000 for the three months ended ~~June~~September 30, 2024, compared to other expense of ~~approximately~~ $0 for the three months ended ~~June~~September 30, 2023. The increase was driven by the Company’s purchase and the placing in service of approximately $4.7 million of various equipment, furniture and fixtures, vehicles and trailers and computers during the ~~three~~second ~~months~~quarter ~~ended~~of ~~June 30,~~ 2024.

Other (Expense) Income

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2024		2023
Other (expense) income	$	3629,~~706~~440	$	(65,~~127~~121,023	)

Other income was approximately $3729,000 for the three months ended ~~June~~September 30, 2024, compared to other expense of approximately $65,121,000 for the three months ended ~~June~~September 30, 2023. ~~The~~During ~~increase~~the three months ended September 30, 2024, other expense consisted of foreign currency exchange loss approximately $51,000 due to re-measurements on the notes payable denominated in Canadian Dollars to United States Dollars and a gain on sale of equipment of approximately $80,000. During the three months ended September 30, 2023, other ~~income~~expense ~~was~~consisted ~~primarily~~of ~~driven~~a byloss on debt conversion settlement of approximately $5,107,000, foreign currency exchange loss of $11,000 due to re-measurements on the notes payable denominated in Canadian Dollars to United States Dollars and interest expense of approximately $3,000.

Net Income (Loss)

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2024			2023
Net income (loss)	$	2(1,~~286~~155,~~341~~176	)	$	(285,~~177~~147,668	)

The Company had a net ~~income~~loss of approximately $21,~~286~~155,~~000~~176, or $0.0502 per basic and ~~$0.04 per~~ diluted share, for the three months ended ~~June~~September 30, 2024 compared to net loss of approximately $285,148,000 or $0.0011 per basic and diluted share for the three months ended ~~June~~September 30, 2023. Net income for the three months ended ~~June~~September 30, 2024, resulted from the sale of ~~three~~one distributorship ~~licenses~~license totaling $4.0.5 million, general and administrative of approximately $1,~~509~~288,000, research and development costs of $~~133~~252,000, depreciation expense of approximately $~~114~~144,000 and other income of approximately $3629,000, ~~for~~resulting ~~gains~~from a loss on re-measurement of notes payable denominated in Canadian dollars of $51,000 and a gain on sale of equipment of $80,000. Net loss for the three months ended ~~June~~September 30, 2023, resulted from approximately $2227,000 in general and administrative and other expenses of approximately $45,121,000, ~~for~~which ~~interest~~was ~~expense~~primarily ondue ~~certain~~to ~~notes~~a ~~payable~~loss ~~and~~on ~~approximately~~debt ~~$2,000~~conversion ~~related~~settlements ~~to re-measurement~~ of ~~notes payable denominated in Canadian dollars~~$5,107,000.

~~For~~Nine ~~the~~months ~~Six~~ended ~~Months~~September ~~Ended June~~ 30, 2024 ~~and~~compared ~~2023~~to nine months ended September 30, 2023

Revenue

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
Revenue	$	5,~~000~~500,000	$	-

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We generated $5.05 million and $0 revenue for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. During the first ~~two~~three quarters of 2024, flooid/Quantum sold ~~five~~six Licensed Distributorships. One Licensed Distributorship in the amount of $3.0 million and ~~four~~five in the amount of $0.5 million each.

General and Administrative

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
General and administrative
Advertising	$	1,~~395~~719,~~000~~943	$	-
Professional fees		~~169~~215,~~174~~086		~~100~~123,~~800~~300
Facilities and operations		~~150~~200,000		-
Wages and Employee Expenses		60812,~~000~~734		-
Office expense		838,~~858~~252		-
Insurance		853,~~844~~389		-
Other		17,403		-
Rent expense		12,487		-
Total general and administrative	$	1,809,279	$	100,800
Other		45,788		4,145
Total general and administrative	$	3,097,679	$	127,445

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, we incurred general and administrative expense in the amount of approximately $13,~~809~~098,000 and approximately $~~101~~127,000, respectively, an increase of approximately $12,~~708~~971,000. The increases during the ~~six~~nine months ended ~~June~~September 30, 2024 as compared to the comparable prior period were due to increases in advertising of approximately $1,~~395~~720,000, professional fees of approximately $6892,000, facilities and operations of approximately $~~150~~200,000, wages and employees expense of approximately $60813,000, office expense of approximately $938,000, insurance of approximately $954,000, rent expense of $12,000 and other of approximately $1742,000. These increases were driven by a ramp up in operations to begin installations of the Company’s products.

Research and development

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
Research and development	$	~~133~~385,~~000~~100	$	-

Research and development was approximately $~~133~~385,000 for the ~~six~~nine months ended ~~June~~September 30, 2024, compared to $0 for the ~~six~~nine months ended ~~June~~September 30, 2023. The increase was driven by the Company’s ramp up in operations during the current period.

Depreciation Expense

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
Depreciation expense	$	~~108~~252,~~086~~202	$	-

Depreciation expense was approximately $~~108~~252,000 for the ~~six~~nine months ended ~~June~~September 30, 2024, compared to $0 for the ~~six~~nine months ended ~~June~~September 30, 2023. The increase was driven by the Company’s purchase and the placing in service of approximately $4.7 million of various equipment, furniture and fixtures, vehicles and trailers and computers during the ~~three~~second ~~months~~quarter ~~ended~~of ~~June 30,~~ 2024.

Other (Expense) Income

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
Other (expense) income	$	~~130~~160,~~581~~021	$	(155,~~441~~136,465	)

Other income was approximately $~~131~~160,000 for the ~~six~~nine months ended ~~June~~September 30, 2024, compared to other expense of approximately $155,136,000 for the ~~three~~nine ~~six~~ ended ~~June~~September 30, 2023. ~~The~~During ~~increase~~the innine months ended September 30, 2024, other income ~~was~~consisted ~~primarily~~of gain on foreign currency exchange of approximately $80,000 driven by re-measurements on the notes payable denominated in Canadian Dollars to United States Dollars and a gain on the sale of equipment of approximately $80,000. During the nine months ended September 30, 2023, other expense consisted of a loss on debt conversion settlement of approximately $5,107,000, foreign currency exchange loss of approximately $18,000 driven by re-measurements on the notes payable denominated in Canadian Dollars to United States Dollars and interest expense of approximately $12,000.

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Net Income (Loss)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
Net income (loss)	$	31,~~080~~925,~~216~~040	$	(~~116~~5,~~241~~263,910	)

The Company had net income of approximately $31,~~080~~925,000, or $0.0604 per basic and $0.0503 per diluted share, for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to net loss of approximately $~~116~~5,264,000 or $0.0225 per basic and diluted share for the ~~six~~nine months ended ~~June~~September 30, 2023. Net income for the ~~six~~nine months ended ~~June~~September 30, 2024, resulted from the sale of ~~five~~six distributorship licenses totaling $5.05 million, general and administrative of approximately $13,~~809~~098,000, research and development costs of approximately $~~133~~385,000, depreciation expense of approximately $~~114~~252,000, ~~and~~a ~~other~~foreign ~~income~~currency exchange gain of approximately $~~131~~80,000 ~~for~~related ~~gains~~to on re-measurement of notes payable denominated in Canadian dollars and a gain on sale of equipment of approximately $80,000. Net loss for the ~~six~~nine months ended ~~June~~September 30, 2023 of approximately $~~116~~5,264,000, resulted from general and administrative expense of approximately $~~101~~127,000, inloss ~~general~~on ~~and~~debt ~~administrative~~conversion ~~and~~settlements ~~other expenses~~ of approximately $95,107,000, ~~for~~foreign ~~interest~~currency ~~expense~~exchange onloss ~~certain~~of ~~notes payable and~~ approximately $718,000 related to re-measurement of notes payable denominated in Canadian dollars and interest expense of approximately $12,000 for interest expense on certain notes payable.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s ability to generate and obtain adequate amounts of capital to meet its manufacturing, installation, and overhead is accomplished through the sales of licenses to entities that install and service its technologies and Direct Energy Systems.

The 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.

Through our 2025 fiscal year the Company has maintained steady sales of its licenses, and has generated fees to cover its capital needs to date. The Company currently generates approximately $2 million per month on average on the sales of its licenses, and related fees.

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-month long-term 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 booked as 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.

Company capital demands are based and regulated by the Company by limiting installations to fully funded customer projects. If funding is not obtained for an installation project, then no capital is spent on that project in regards to design, engineering, permitting, or manufacturing. This greatly regulates and limits the possibility of a large demand being put on company cash resources.

The Company projects that it will increase its potential installation fees during its 2025 fiscal year to more than $150 million, 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, that would be used for manufacturing and product placement to fulfill the potential contracts. The Company manufactures photonic, photovoltaic, Hydro, and a wide variety of other equipment, assemblies, computers, software, and parts that make up a Direct Energy System. The ability for the Company to produce the products and provide the necessary labor to install this potential contract work is solely based on the ability of our customers, or investors to provide the capital necessary to complete the work.

At the present time the Company’s liquidity is limited. The Company anticipates that its available cash will increase during the 2025 fiscal year, so long as customer and investor capital is made available to the Company.

The Company has limited ability, or plans to offer equity, or to take on additional debt to finance customer installations. At the time of this filing, the Company feels that its current ability to obtain customer and investor capital for the installation of its systems is adequate to meet demand.

The Company is engaged in the electrical energy industry; a capital-intensive manufacturing and service business. The Company has developed and put in place a system where the sale of its Direct Energy Systems, and a customer installation is regulated, by having customer or investor financing for the customer installation secured prior to the start of any manufacturing or installation work. This system insurers that the Company does not build a demand for cash that it cannot meet.

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The Company’s plans that are in place for sales of its energy systems, as well as the costs associated with the installation of such systems at the customers locations also benefits the Company in the fact that its costs are real time, which allows the Company to adjust its sales prices and regulate installation costs on a case-by-case basis, as that installation is funded through customer or investment capital. In this manner, cost escalations in raw material, labor, freight, and a wide variety of other project related costs can be adjusted prior to the customer purchase agreement being executed.

The cash and cash equivalents change for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 was as follows:

	For the Nine Months Ended September 30,
	2024			2023
Net cash provided by operating activities	$	1,~~206~~852,~~262~~753		$	-
Net cash used in investing activities		(~~970~~823,000	)		-
Net cash provided by (used in) financing activities		-(788,000	)		-
Net increase in cash and cash equivalents	$	~~236~~241,~~262~~753		$	-
Cash and cash equivalents
Beginning of year	$	-		$	-
End of year	$	~~236~~241,~~262~~753		$	-

~~Six~~Nine Months Ended ~~June~~September 30, 2024 and 2023

As of ~~June~~September 30, 2024 and December 31, 2023, we had a net working capital surplus of approximately $86,~~011~~823,000 and approximately $2,398,000, respectively.

Cash Flows from Operating Activities

For the ~~six~~nine months ended ~~June~~September 30, 2024, cash provided by operating activities was approximately $1,~~206~~853,000 and primarily consisted of net income of approximately $31,~~080~~925,000, ~~and~~a decrease ~~due~~of to changes in operating assets and liabilities of approximately ($1164,~~851,~~000), depreciation expense of approximately $252,000, a gain on foreign currency re-measurement of approximately ($~~131~~80,000) and ~~depreciation~~a ~~expense~~gain on sale of equipment of approximately ($~~108~~80,000).

For the ~~six~~nine months ended ~~June~~September 30, 2023, cash provided by (used in) operating activities was $0 and primarily consisted of net loss of approximately ($~~116~~5,264,000), an increase in operating assets and liabilities of approximately $~~109~~139,000, a loss on debt conversion settlement of approximately $5,107,000 and a loss on foreign currency remeasurement of approximately $718,000.

Cash Flows from Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024, ~~the~~cash ~~Company~~used ~~purchased various property and equipment~~ in ~~the~~investing ~~amount~~activities ofwas approximately $4$0.78 million. During ~~Approximately $1.0 million was paid in cash during~~ the ~~six~~nine months ended ~~June~~September 30, 2024, ~~and~~ the ~~remaining~~Company paid $31.70 million ~~was~~for ~~financed~~property ~~through~~and ~~a non-interest bearing note~~equipment. The purchases consisted of equipment, furniture and fixtures, vehicles and trailers and computers. Additionally, we sold equipment for a total of $80,000 during the current period and received a refund of approximately $67,000 for equipment purchases.

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company had no investing activities.

Cash Flows from Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024 ~~and 2023~~, the Company ~~had~~paid no$0.8 ~~cash~~million ~~flows~~on ~~from~~notes ~~financing activities~~payable.

During the nine months ended September 30, 2023, the Company had no financing activities.

Critical Accounting Policies and Estimates

Basis of Presentation

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Revenue Recognition

Revenue Recognition under ASC 606 Revenue from Contracts with Customers

In applying Accounting Standards Codification (“ASC”) 606, revenue is recognized by following a five-step process:

4. Allocate the transaction price to the performance obligations in the contract. Because there is a single performance obligation no allocation is required.

Accounts Receivable

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Other Receivables

Other receivables were $5.13 million and $1.3 million as of ~~June~~September 30, 2024 and December 31, 2023, respectively. As of ~~June~~September 30, 2024, other receivables consist of accounts receivable collections through a third-party which is due to the Company of $2.7 million and amounts owed related to cash collected on behalf of the Company for future common stock issuances of $2.46 million which is imminently collectible as of ~~June~~September 30, 2024. During the year ended December 31, 2023, the Company began and ultimately terminated a merger with a third-party entity. In connection with this merger termination, certain of the Company’s accounts receivable were collected on behalf of flooidCX by the third-party entity as of ~~June~~September 30, 2024 and throughout the year ended December 31, 2023 ~~and~~. The Company has deemed these amounts imminently collectible as of ~~June~~September 30, 2024.

Long-Lived Assets

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Estimates and Assumptions

Net Income (Loss) Per Share

24 Table of Contents

Foreign Currency Transactions

The relevant translation rates are as follows:

	As of June 30, 2024		As of December 31, 2023
	As of September 30, 2024		As of December 31, 2023
Closing rate, Canadian Dollar (CAD) to $USD at period end		0.~~7306~~7408		0.7569

General and Administrative Expenses

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General and administrative expenses were as follows for the periods presented:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
General and administrative
Advertising	$	1324,~~095,000~~943	$	-	$	1,~~395~~719,~~000~~943	$	-
Professional fees		~~169~~45,~~174~~912		22,~~050~~500		~~169~~215,~~174~~086		~~100~~123,~~800~~300
Facilities and operations		~~150~~50,000		-		~~150~~200,000		-
Wages and Employee Expenses		60752,~~000~~734		-		60812,~~000~~734		-
Office expense		829,~~858~~394		-		838,~~858~~252		-
Insurance		844,~~844~~545		-		853,~~844~~389		-
Other		17,403		-		17,403		-
Rent expense		12,487		-		12,487		-
Total general and administrative	$	1,509,279	$	22,050	$	1,809,279	$	100,800
Other		28,385		4,145		45,788		4,145
Total general and administrative	$	1,288,400	$	26,645	$	3,097,679	$	127,445

New and Recently Adopted Accounting Standards

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. 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~~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 an impact on our financial statements, as management reviewed the receivable balances in accordance with the standard and determined the balances were fully collectible as of ~~June~~September 30, 2024 and December 31, 2023.

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Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the three months ended ~~June~~September 30, 2024 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2024. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of ~~June~~September 30, 2024 due to the following material weaknesses that our management identified in our internal control over financial reporting as of ~~June~~September 30, 2024:

	1.	We do not have an Audit Committee — While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2.	We lack internal accounting personnel that possess knowledge of the U.S GAAP knowledge and working experience.

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We plan to take steps to remedy these material weaknesses as soon as practicable by implementing a plan to improve our internal control over financial reporting including, but not limited to, hiring additional staff who has U.S. GAAP knowledge and working experience and/or maintaining outside consultants experienced in U.S. GAAP financial reporting as well as in SEC reporting requirements. Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action to solve these deficiencies as necessary.

Evaluation of Changes in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate, because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our CEO (our principal executive officer, our principal accounting officer and our principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2024 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of ~~June~~September 30, 2024, there are material weaknesses, as identified above, in our internal controls over financial reporting. The material weaknesses identified did not result in the restatement of any previously reported financial statements or related financial disclosure, nor does management believe that it had any affect on the accuracy of the Company’s financial statements for the current period.

Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the three months ended ~~June~~September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~June~~September 30, 2024, there were no unregistered sales of equity securities and use of proceeds.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of this Form 10-Q:

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.

3.1.4		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.

10.5		Asset Purchase Agreement filed herewith dated and effective April 22, 2024, by and between flooidCX Corp. and Quantum Energy, Inc.

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)

___________

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.

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SIGNATURES

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

	flooidCX Corp.
Date: June 26, 2025	By:	/s/ Dennis M. Danzik
Date: July 28, 2025	By:	/s/ Dennis M. Danzik
		Dennis M. Danzik
		Chief Executive Officer, President, Secretary, Treasurer,Chief Financial Officer and Director

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Filing Compare · flooidCX Corp.