UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.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 ~~quarter~~Quarterly ~~ended~~Period ~~September~~Ended 30March 31, ~~2023~~2024

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

~~For the transition period from ______________ to _______________~~0-55965

(Commission File ~~No. 000-55965~~Number)

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

Nevada		35-2511643
(State of other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification Number)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
3690 Howard Hughes Parkway Suite 500Las Vegas, NV		89169
3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169		89119
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~702~~855) ~~323~~ 535-~~6455~~6643

(Registrant’s Telephone Number, Including Area Code)

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

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

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark whether the registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(dg) of the ~~Securities Exchange~~ Act: Common ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)~~Stock, ~~and (2) has been subject to such filing requirements for the past 90 days~~$0.001 ~~Yes~~par ~~☒ No ☐~~value

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~a ~~electronically~~well-known ~~every~~seasoned ~~Interactive~~issuer, ~~Data~~as ~~File~~defined ~~required~~in ~~to be submitted pursuant to~~ Rule 405 of ~~Regulation S-T during~~ the ~~preceding~~Securities ~~12 months (or for such shorter period that the registrant was required to submit such files)~~Act. ☐ Yes ☒ No ☐

Indicate by check mark ~~whether~~if the registrant is anot ~~large~~required ~~accelerated~~to ~~filer,~~file anreports ~~accelerated~~pursuant ~~filer,~~to aSection ~~non-accelerated~~13 ~~filer, a smaller reporting company,~~ or anSection ~~emerging~~15(d) ~~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. ☐ Yes ☒ No

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark ~~Accelerated~~whether ~~filer~~the ☐registrant ~~Non-accelerated~~(1) ~~Filer~~has ☐filed ~~Smaller~~all ~~reporting~~reports ~~company~~required ☒to ~~Emerging~~be ~~growth~~filed ~~company~~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 ☒

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant has ~~elected~~submitted ~~not~~electronically every Interactive Data File required to ~~use~~be ~~the~~submitted ~~extended~~pursuant ~~transition~~to ~~period~~Rule ~~for~~405 ~~complying~~of ~~with~~Regulation ~~any~~S-T ~~new~~(§ or232.405 ~~revised~~of ~~financial~~this ~~accounting~~chapter) ~~standards~~during ~~provided~~the ~~pursuant~~preceding to12 ~~Section~~months 13(a)or offor such shorter period that the ~~Exchange~~registrant ~~Act~~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 ~~September~~ 30May 6, ~~2023~~2025, there were 48 49,~~797~~166,~~246~~ 697 shares of ~~our~~the registrant’s common stock ~~issued and~~ outstanding~~, par value $0~~.~~001.~~

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	~~Page~~
Cautionary Note Concerning Forward-Looking Statements		3	3
PART I – FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION		4
Item 1.	Unaudited Interim Condensed Consolidated Financial Statements		4
ITEM 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		8
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	5
Item 4.	Controls and Procedures		8
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023 (unaudited)	6
PART II – OTHER INFORMATION
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	7
Item 1.	Legal Proceedings		10
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 1A.	Risk Factors		10
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		10
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 3.	Defaults Upon Senior Securities		10
ITEM 4.	Controls and Procedures	22
Item 4.	Mine Safety Disclosures		10
PART II. OTHER INFORMATION		24
Item 5.	Other Information		10
ITEM 1.	Legal Proceedings	24
Item 6.	Exhibits		11
ITEM 1A.	Risk Factors	24
SIGNATURES			12
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
ITEM 3.	Defaults Upon Senior Securities	24
ITEM 4.	Mine Safety Disclosures	24
ITEM 5.	Other Information	24
ITEM 6.	Exhibits	25
SIGNATURES		26

Table of Contents

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.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLOOIDCX CORP

~~Unaudited Interim~~ Condensed Consolidated ~~Financial~~Balance ~~Statements~~Sheets

~~Three~~(Expressed ~~and~~in ~~Nine~~U.S. ~~Months Ended September 30, 2023~~ dollars)

(Expressed in US dollars)

	March 31,			December 31,
	2024			2023
	(Unaudited)
Current assets
Cash and cash equivalents	$	125,200		$	-
Accounts receivable		4,600,040			5,150,070
Prepaid expenses		50,000			-
Other receivables		4,218,008			1,349,930
Total current assets		8,993,248			6,500,000

Total assets	$	8,993,248		$	6,500,000

Current liabilities
Accounts payable and accrued liabilities	$	340,596		$	340,596
Notes payable		3,667,076			3,760,951
Total current liabilities	$	4,007,672		$	4,101,547

Total liabilities		4,007,672			4,101,547

Stockholders' equity
Preferred A Stock, $0.001 Par Value, 1,000,000 Authorized; 0 Issued, and Outstanding as of March 31, 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 March 31, 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 March 31, 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 March 31, 2024 and December 31, 2023.		49,166			49,166
Common stock issuable		1,793,248			-
Additional paid-in capital		58,571,762			58,571,762
Accumulated deficit		(55,429,670	)		(56,223,545	)
Total stockholder's equity (deficit)		4,985,576			2,398,453
Total liabilities and stockholders' equity	$	8,993,248			6,500,000

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

		Index
Unaudited Interim Condensed Consolidated Balance Sheets		F–1
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss		F–2
Unaudited Interim Condensed Consolidated Statement of Stockholders’ Deficit		F–3
Unaudited Interim Condensed Consolidated Statements of Cash Flows		F–5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements		F–6

Table of Contents

FLOOIDCX CORP

~~Interim~~ Condensed Consolidated ~~Balance~~Statement ~~Sheets~~of Operations

(Expressed in U.S. dollars)

	(Unaudited)			(Audited)
	September 30,			December 31,
	2023			2022
ASSETS
Current Assets
Cash	$	—		$	—
Total Assets	$	—		$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable and Accrued Liabilities	$	—		$	25,989
Loans and Notes Payable - Related Parties		3,685,367			3,872,500
Total Current Liabilities		3,685,367			3,898,489
Total Liabilities		3,685,367			3,898,489
Stockholders' Deficit
Preferred A Stock - $0.001 Par; 1,000,000 Shares Authorized, 1,000,000 Issued and Outstanding		—			1,000
Preferred B Stock - $0.001 Par; 1,000,000 Shares Authorized, 155,400 and -0- Issued and Outstanding, Respectively		155			—
Preferred C Stock - $0.001 Par; 1,000,000 Shares Authorized, 915,000 and -0- Issued and Outstanding, Respectively		915			—
Common Stock - $0.001 Par; 300,000,000 Shares Authorized, 48,797,246 and 2,020,871 Issued and Outstanding		48,797			2,021
Common Stock Issuable (Note 6)		19,616			19,616
Additional Paid-In-Capital		58,526,281			53,096,096
Accumulated Deficit		(62,281,131	)		(57,017,222	)
Total Stockholders' Deficit		(3,685,367	)		(3,898,489	)
Total Liabilities and Stockholders' Deficit	$	—		$	—

(Unaudited)

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

	For the Three Months Ended March 31,
	2024		2023

Revenue	$	1,000,000	$	-

Operating expenses
General and administrative		300,000		78,750
Total operating expenses		300,000		78,750

Operating income (loss)		700,000		(78,750	)

Other income (expenses)
Interest expense		-		(4,263	)
Foreign currency exchange gain (loss)		93,875		(5,052	)
Total other income (expenses)		93,875		(9,315	)

Net income (loss)		793,875		(88,065	)

Net income (loss) per share
Basic	$	0.02	$	(0.04	)
Diluted	$	0.01	$	(0.04	)

Weighted average common shares outstanding, basic		49,166,697		2,020,871
Weighted average common shares outstanding, diluted		54,727,516		2,020,871

~~F-1~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements.

Table of Contents

FLOOIDCX CORP

~~Unaudited Interim~~ Condensed Consolidated Statements of ~~Operations~~Stockholders’ ~~and~~Equity ~~Comprehensive Loss~~(Deficit)

(Expressed in U.S. dollars)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
																					Common		Additional						Total
	September 30,						September 30,
	Preferred A Stock						Preferred B Stock						Preferred C Stock				Common Stock				Stock		Paid-in			Accumulated			Stockholders'
	2023			2022			2023			2022
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable		Capital			Deficit			Equity
Revenue	$	—		$	—		$	—		$	—
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	)
Operating Expenses
Issuance of Preferred Stock for Advance on Cross License		-			-			915,400			915			915,000		915		-		-		-		(1,830	)		-			-
General and Administrative		26,645			(26,496	)		127,445			64,674
Net income (loss)		-			-			-			-			-		-		-		-		-		-			(88,065	)		(88,065	)
Total Operating Expenses		26,645			(26,496	)		127,445			64,674
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		$	(57,105,287	)	$	(3,986,554	)
Income (Loss) Before Other Expenses		(26,645	)		26,496			(127,445	)		(38,178	)
Balance, January 1, 2024		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	-	$	58,571,762		$	(56,223,545	)	$	2,398,453
Other Income (Expenses)
Common stock issuable		-			-			-			-			-		-		-		-		1,793,248		-			-			1,793,248
Income (Loss) on Foreign Currency Transactions		(11,222	)		262,792			(18,038	)		267,236
Net income (loss)		-			-			-			-			-		-		-		-		-		-			793,875			793,875
Interest Expense		(2,938	)		(3,494	)		(11,564	)		(19,653	)
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
Loss on Debt Conversion Settlements		(5,106,863	)		—			(5,106,863	)		—
Total Other Income (Expenses)		(5,121,023	)		259,298			(5,136,465	)		247,583
Net Income (Loss) for the Period from Continuing Operations		(5,147,668	)		285,794			(5,263,910	)		182,909
Net Loss for the Period from Discontinued Operations
Operating Loss on Discontinued Operations		—			—			—			(173,201	)
Net Loss for the Period from Discontinued Operations		—			—			—			(173,201	)
Net Income (Loss) for the Period		(5,147,668	)		285,794			(5,263,910	)		9,708
Other Comprehensive Income (Loss)
Foreign Currency Translation Gain (Loss) on Continuing Operations		—			—			—			—
Foreign Currency Translation Gain (Loss) on Discontinued Operations		—			—			—			(26,037	)
Comprehensive Income (Loss)	$	(5,147,668	)	$	285,794		$	(5,263,910	)	$	(16,329	)
Weighted Average Number of Common Shares -
Basic		47,007,582			2,020,871			20,758,314			2,020,871
Diluted		47,007,582			2,020,871			20,758,314			2,020,871
Net Loss for the Period Per Common Shares - Basic
Loss from Continuing Operations	$	(0.11	)	$	0.14		$	(0.25	)	$	0.09
Loss from Discontinued Operations		—			-			—			(0.09	)
	$	(0.11	)	$	0.14		$	(0.25	)	$	(0.00	)
Net Loss for the Period Per Common Shares - Diluted
Loss from Continuing Operations	$	(0.11	)	$	0.14		$	(0.25	)	$	0.09
Loss from Discontinued Operations		—			-			—			(0.09	)
	$	(0.11	)	$	0.14		$	(0.25	)	$	(0.00	)

(The accompanying notes are an integral part of these unaudited ~~interim~~ condensed consolidated financial statements).

~~F-2~~6 Table of Contents

FLOOIDCX CORP

~~Unaudited Interim~~ Condensed Consolidated Statements of ~~Stockholders’~~Cash ~~Deficit~~Flows

(Expressed in U.S. dollars)

(Unaudited)

	Preferred A Stock $0.001 Par						Preferred B Stock $0.001 Par				Preferred C Stock $0.001 Par				Common Stock$0.001 Par				CommonStock		AdditionalPaid-In		AccumulatedOther Comprehensive			Accumulated			TotalStockholders'
	For the Three Months EndedMarch 31,
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Capital		Income			Deficit			Deficit
	2024			2023
Balance - January 1, 2022		1,000,000		$	1,000			—	$	—		—	$	—		2,020,871	$	2,021	$	19,616	$	51,875,727	$	88,895		$	(56,165,383	)	$	(4,178,124	)
Cash flows from operating activities
Net Loss for the Period		—			—			—		—		—		—		—		—		—		—		—			(180,688	)		(180,688	)
Net (loss) income	$	793,875		$	(88,065	)
Balance - March 31, 2022		1,000,000			1,000			—		—		—		—		2,020,871		2,021		19,616		51,875,727		88,895			(56,346,071	)		(4,358,812	)
Adjustments to reconcile net loss (income) to net cash provided by operating activities:
Foreign Exchange Translation Loss		—			—			—		—		—		—		—		—		—		—		(26,037	)		—			(26,037	)
(Gain) loss on foreign currency re-measurement		(93,875	)		5,052
Split-off		—			—			—		—		—		—		—		—		—		1,220,369		(62,858	)		—			1,157,511
Loss on debt conversion
Net Loss for the Period		—			—			—		—		—		—		—		—		—		—		—			(78,852	)		(78,852	)
Increase (decrease) in operating liabilities
Balance - June 30, 2022		1,000,000			1,000			—		—		—		—		2,020,871		2,021		19,616		53,096,096		—			(56,424,923	)		(3,306,190	)
Accounts receivable		550,030			-
Net Income for the Period		—			—			—		—		—		—		—		—		—		—		—			285,794			285,794
Prepaid expenses		(50,000	)		-
Balance - September 30, 2022		1,000,000		$	1,000			—	$	—		—	$	—		2,020,871	$	2,021	$	19,616	$	53,096,096	$	—			(56,139,129	)	$	(3,020,396	)
Other receivables		(2,868,078	)		-
Accounts payable and accrued liabilities - discontinued operations		-			433
Common stock issuable		1,793,248			-
Due to related parties		-			82,580
Net cash provided by operating activities	$	125,200		$	-
Cash flows from investing activities
Net cash (used in) provided by investing activities	$	-		$	-
Cash flows from financing activities
Net cash (used in) provided by financing activities	$	-		$	-
Net increase in cash and cash equivalents	$	125,200		$	-
Cash and cash equivalents
Beginning of year	$	-		$	-
End of year	$	125,200		$	-
Supplemental disclosures of non-cash investing and financing activities:
Issuance of Preferred Stock for deposit on potential merger	$	-		$	1,006,720
Issuance of common stock for deposit on potential merger
Supplemental disclosures of cash flow information:
Cash paid for income tax	$	-		$	-
Cash paid for interest	$	-		$	-

~~F-3~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements.

	Preferred A Stock$0.001 Par						Preferred B Stock$0.001 Par						Preferred C Stock$0.001 Par				Common Stock$0.001 Par				Common Stock		AdditionalPaid-In			AccumulatedOtherComprehensive		Accumulated			TotalStockholders'
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable		Capital			Income		Deficit			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	)
Preferred Shares Issued in Exchange for Note Receivable		—			—			915,400			915			915,000		915		—		—		—		(1,830	)		—		—			—
Net Loss for the Period		—			—			—			—			—		—		—		—		—		—			—		(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 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 for the Period		—			—			—			—			—		—		—		—		—		—			—		(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 Loss for the Period		—			—			—			—			—		—		—		—		—		—			—		(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	)

Table of Contents

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

F-4 Table of Contents

FLOOIDCX CORP

~~Unaudited~~Notes ~~Interim~~to ~~Condensed~~the ~~Consolidated~~Financial Statements ~~of Cash Flows~~

Three Months Ended March 31, 2024 and 2023

(Expressed in U.S. dollars)

(Unaudited)

For the Nine Months Ended September 30,	2023			2022
Cash Flows from Operating Activities
Net Loss for the Period	$	(5,263,910	)	$	9,708
Non-Cash Adjustments:
(Income) Loss on Foreign Currency Transactions		18,038			(267,236	)
Loss on Debt Conversion Settlements – Related Parties		5,106,863
Changes in Assets and Liabilities:
Prepaid Expenses		—			(1,373	)
Accounts Payable and Accrued Liabilities - Discontinued Operations		25,989			26,279
Due to Related Parties		113,020			11,890
Net Cash Flows Used In Operating Activities		—			(194,236	)
Cash Flows from Investing Activities		—			—
Cash Flows from Financing Activities
Proceeds from Loans Payable		—			350,261
Net Cash Flows Provided By Financing Activities		—			350,261
Net Change in Cash		—			156,025
Cash - Beginning of Period		—			587
Cash - End of Period	$	—		$	156,612
Cash Paid During the Period for:
Interest	$	—		$	—
Income Taxes	$	—		$	—
Non-Cash Transactions
Non-Cash Issuance of Equity for Deposit on Potential Merger	$	45,611		$	—
Issuance of Stock for Conversion of Debt – Related Parties	$	334,234		$	—

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

F-5 Table of Contents

FLOOIDCX CORP

Notes to the Unaudited Condensed Consolidated Financial Statements

Three and Nine Months Ended September 30, 2023 and 2022

(Expressed in U.S. Dollars)

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. ~~Prior to the split-off of the MB Holdings, Inc. (“MB Holdings”), subsidiary, the Company was in the business of developing and building an online resolution platform.~~

Effective June 27, 2022, the Company entered into a split-off agreement with its President and majority shareholder at the time, and MP Special Purpose Corporation (“MP Special”). As part of the agreement the Company transferred its equity interest in MB Holdings, Inc., (“MBE”) to the majority shareholder, and the majority shareholder transferred his equity interest in the Company to MP Special in exchange for $600,000. In addition, as part of the transaction, the parties agreed that certain specified debt would remain or be transferred to ~~flooidCX Corp.~~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. ~~However, in March 2023, the Company entered into a merger agreement with Quantum Energy, Inc., (See Note 7).~~

These ~~condensed consolidated~~ financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of ~~September~~March 3031, ~~2023~~2024, the Company ~~did~~had ~~not~~cash ~~have~~or ~~any~~cash ~~operations~~equivalents ~~generating~~of ~~revenue~~$125,200 and ~~had~~ stockholders’ ~~deficit~~equity of approximately $45.0 million~~, and was in default of certain loans payable~~. (refer to Note 3). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

~~(a)~~ Basis of Presentation

These ~~condensed consolidated~~ financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These ~~consolidated~~ financial statements include the accounts of the Company, ~~and~~flooid ~~the~~CX ~~following entities: Resolution 1, Inc~~Corporation. aThe ~~wholly-owned~~Company ~~subsidiary,~~has ~~and~~evaluated ~~MBE~~subsequent ~~Holdings,~~events ~~Inc.,~~through anthe ~~entity~~date ~~that~~of ~~was~~the ~~wholly-owned~~filing ~~subsidiary~~with ~~until~~ the ~~date~~Securities ofand ~~the~~Exchange ~~split-off~~Commission. ~~After~~ ~~the~~The ~~split-off~~Company ~~MBE~~is ~~Holdings,~~not ~~Inc.~~aware ~~was~~of ~~derecognized~~any inother ~~the~~significant ~~Company’s~~events ~~financial~~that ~~statements,~~occurred ~~and~~subsequent to the ~~activity~~balance ofsheet ~~MBE~~date ~~Holdings,~~but ~~Inc.~~prior ~~after~~to the ~~date~~filing of ~~the~~this ~~split-off~~report isthat ~~not~~would ~~included~~have ina material impact on the ~~accompanying~~Company’s financial statements.

~~All~~Revenue ~~inter-company balances and transactions have been eliminated.~~Recognition

The Company ~~has~~recognized ~~evaluated~~revenue ~~subsequent~~of ~~events~~$1.0 ~~through~~million and $0 during the ~~date~~three ofmonths ended March 31, 2024 and 2023, respectively. During the ~~filing~~three ofmonths ~~its~~ended ~~Form~~March ~~10-Q~~31, ~~with~~2024, the ~~Securities~~Company ~~and~~had ~~Exchange~~one ~~Commission~~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 istechnology ~~not~~to ~~aware~~the distributor through an exclusive or non-exclusive agreement for a specific territory, dependent on the type of ~~any~~the ~~other~~Licensed ~~significant~~Distributorship ~~events~~agreement. ~~that~~The ~~occurred~~right ~~subsequent~~to use allows the distributor to install the ~~balance~~Company’s ~~sheet~~direct ~~date~~energy ~~but~~systems. ~~prior~~The tolicense fee collected from the ~~filing~~distributor ofbased ~~this~~on ~~report~~the ~~that~~Licensed ~~would~~Distributorship ~~have~~agreement is considered a ~~material~~one-time ~~impact~~fee. onThis license fee is non-refundable to the distributor. The Company’s ~~financial~~considers ~~statements~~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.

~~(b)~~8 ~~Discontinued~~Table ~~Operations~~ of Contents

InRevenue ~~accordance~~Recognition ~~with~~under ASC ~~No.~~606 ~~205-20,~~Revenue ~~Discontinued~~from ~~Operations,~~Contracts ~~for all periods presented, the results of operations and related balance sheet items associated~~ with ~~the MB Holdings are reported in discontinued operations in the accompanying consolidated statements of operations. See Note 6 – Discontinued Operations for further details.~~ Customers

~~F-6~~In ~~Table~~applying ofAccounting ~~Contents~~Standards Codification (“ASC”) 606, revenue is recognized by following a five-step process:

1. Identify the contract(cs) ~~Use~~with a customer. Evidence of ~~Estimates~~a contract generally consists of a Licensed Distributorship agreement (the agreement) issued pursuant to the terms and conditions of the agreement.

~~The preparation of these consolidated financial statements in conformity with U~~2.S. ~~generally~~Identify ~~accepted accounting principles requires management to make estimates and assumptions that affect~~ the ~~reported~~performance ~~amounts~~obligations ofin ~~assets and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period~~contract. The ~~Company~~single ~~bases~~performance ~~its~~obligation ~~estimates~~provides ~~and~~the ~~assumptions~~distributor onwith ~~current~~a ~~facts,~~right ~~historical~~to ~~experience~~use ~~and~~license ~~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.~~technology Toin ~~the~~a ~~extent~~specific ~~there~~territory ~~are~~for ~~material~~a ~~differences~~license ~~between the estimates and the actual results, future results of operations will be affected~~fee.

~~(d)~~3. ~~Recent~~Determine ~~Accounting~~the ~~Pronouncements~~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.

In4. ~~June~~Allocate ~~2016,~~ the ~~FASB~~transaction ~~issued~~price ~~ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This update is intended~~ to ~~improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of~~ the ~~Update~~performance isobligations ~~that~~in ~~financial assets measured at amortized cost should be presented at~~ the ~~net~~contract. Because ~~amount~~there ~~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~~single ~~asset.~~performance ~~The~~obligation ~~income~~no ~~statement~~allocation will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is ~~effective for fiscal years and interim periods within those years beginning after December 15, 2022~~required. ~~The Company determined that the new standard did not have an effect on its financial statements.~~

~~The~~5. ~~Company~~Recognize ~~has~~revenue ~~implemented~~when ~~all~~(or ~~new~~as) ~~accounting~~we ~~pronouncements~~satisfy ~~that~~a ~~are~~performance inobligation. Consideration ~~effect~~from ~~and~~the ~~that~~Licensed ~~may~~Distributorship ~~impact~~agreements ~~its~~is ~~condensed~~recognized ~~consolidated~~at ~~financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have~~ a ~~material~~point ~~impact~~in ontime ~~its~~upon ~~financial~~delivery ~~position~~of orthe ~~results~~license ofto ~~operations~~the distributor.

The Company excludes from the transaction price all taxes assessed by governmental authorities that are both (ei) ~~Net~~imposed ~~Loss~~on ~~per~~and ~~Share~~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.

~~Net~~Accounts earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of September 30, 2023 and December 31, 2022 consist of 5,562,000 common stock equivalents related to convertible preferred stock. Receivable

~~(f) Foreign~~Accounts ~~Currency~~receivables, ~~Translation~~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 March 31, 2024 and December 31, 2023, the Company had an accounts receivable balance of $4.6 million and $5.2, respectively. All amounts were deemed collectable as of March 31, 2024 and December 31, 2023.

~~The~~Other Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. As disclosed in Note 1, MBE was split off from the Company in June 2022.Receivables

~~(g)~~Other ~~Reclassification~~receivables were $4.2 million and $1.3 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, other receivables consist of accounts receivable collections through a third-party which is due to the Company of $2.8 million and amounts owed related to cash collected on behalf of the Company for future common stock issuances of $1.4 million which is imminently collectible as of March 31, 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 March 31, 2024 and throughout the year ended December 31, 2023 and. The Company has deemed these amounts imminently collectible as of March 31, 2024.

~~Certain~~Estimates prior period amounts have been reclassified to the current period presentation. The Company has netted the line “Deposit on Potential Merger” with Additional Paid-In Capital in the current period. During the previous periods such was included as contra-equity and ~~the reclassification had no effect on the Total Stockholder’s Deficit line item.~~Assumptions

~~F-7~~The ~~Table~~preparation of ~~Contents~~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.

3.9 ~~Notes Payable~~Table &of ~~Loans - Related Parties~~Contents

AtNet ~~September~~Income 30, 2023 and December 31, 2022, the Company owed $3,685,367 and $3,728,586 to related parties, respectively, which are unsecured, non-interest bearing and due on demand. The amounts due are notes that are held by Quantum Energy, Inc. (~~“Quantum”~~Loss) ~~(see~~Per Note 7), a company with one common board member and also another company that is controlled by one of Quantum’s board members. During the three months ended September 30, 2023 the company issued stock in exchange for the outstanding debt valued at $190,077.Share

AtNet ~~September~~earnings ~~30,~~or ~~2023~~loss ~~and~~per ~~December~~share ~~31,~~is ~~2022,~~computed ~~the~~by ~~Company~~dividing ~~owed~~net $income or loss by the weighted-0-average ~~and~~number ~~$143,914,~~of ~~respectively~~common shares outstanding during the period, excluding shares subject to aredemption ~~related~~or ~~party,~~forfeiture. The ~~which~~Company ispresents ~~unsecured,~~basic ~~bears~~and ~~interest~~diluted atnet earnings or loss per share. Diluted net earnings or loss per share reflect the ~~default~~weighted ~~rate~~average of ~~12%~~common shares issued and isoutstanding ~~due~~during onthe ~~demand~~period, adjusted for potentially dilutive securities outstanding. Potentially ~~During~~dilutive securities are excluded from the ~~three~~computation ~~months~~of ~~ended~~the ~~September~~diluted 30net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of March 31, 2024 and 2023 ~~the~~consist ~~company~~of 5,560,819 ~~issued~~and 0 common stock inequivalents, ~~exchange~~respectively. The 6,060,000 common stock equivalents for the ~~outstanding~~period ~~debt~~of ~~valued~~March 31, 2024 relate to the 154,000 preferred B convertible stock at ~~$144~~their 30:1 conversion ratio resulting in approximately 4,~~157~~662,000 common stock equivalents and 898,819 common stock equivalents which represent stock payable from shares yet to be issued for stock subscriptions.

~~During~~Foreign ~~the~~Currency three months ended September 30, 2023, the Company issued 1,365,414 shares of common stock in release of debt including interest, with a related party. There was a loss on the settlement of this debt of $5,106,863 which is included in the statement of operations at September 30, 2023 (see Note 5).Transactions

4The Company’s functional and reporting currency is the United States dollar. ~~Other~~In ~~Related~~addition, ~~Party~~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.

~~During~~The ~~the~~relevant ~~three~~translation ~~and~~rates ~~nine~~are ~~months~~as ~~ended September 30, 2023 and 2022, the Company incurred $nil (2022 – $nil) and $nil (2022~~follows: ~~$11,366), respectively in research and development fees to the President of the Company.~~

5. Equity

As of

March 31, 2024

As of

December 31, 2024

Closing rate, Canadian Dollar (CAD) to $USD at period end

0.7380

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.

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

	For the Three Months Ended March 31,
	2024		2023
General and administrative
Advertising and marketing	$	300,000	$	-
Audit fees		-		78,750
Total general and administrative	$	300,000	$	78,750

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 March 31, 2024 and December 31, 2023.

Table of Contents

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.

3. Notes Payable

At March 31, 2024 and December 31, 2023, the Company owed approximately $3,667,076 and $3,761,000, respectively, to various parties, which are unsecured and due on demand. The notes 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.

4. Stockholders’ Equity

Preferred Stock

The preferred stock contains certain rights and preferences as detailed below: There were ~~nil(0)~~no ~~and 1,000,000~~ shares of Series A outstanding at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022 respectively~~2023, 155,400 ~~and nil(0)~~ shares of Series B outstanding at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022 respectively~~2023, 915,000 ~~and nil(0)~~ shares of Series C outstanding at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022 respectively~~2023, ~~nil(0)~~no shares of Series D outstanding at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 and ~~nil(0)~~no shares of Series E outstanding at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023.

Table of Contents

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

~~· In the event of acquisition of the Company, the preferred stockholder will receive 20% of the aggregate valuation of such merger. ·~~ The ~~stockholder can convert each share of~~ preferred ~~stock~~A ~~into 100~~ shares ofhad ~~common~~the ~~stock;~~following rights and ~~· Each holder of preferred stock shall be entitled to cast 200 votes. · Each holder shall be entitled to receive 30 for 1 share of liquidation proceeds $.001 par value per share.~~privileges:

· In ~~connection~~the ~~with~~event ~~the~~of ~~potential~~acquisition ~~merger~~of ~~(Note~~the 7)Company, the ~~company~~preferred ~~established~~stockholder ~~additional~~will ~~series~~receive 20% of the aggregate valuation of such merger. · The stockholder can convert each share of preferred stock, ~~summarized~~into as100 ~~follows:~~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 March 31, 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 ~~stockholder can convert each share of~~ preferred ~~stock~~B ~~into 30~~ shares ofhad ~~common~~the ~~stock;~~following rights and ~~· Each holder shall be entitled to cast no votes. · Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share.~~privileges:

~~2023~~· ~~Activity~~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 ~~(see Note 7)~~. ~~Such~~The shares ~~have~~were ~~been~~ issued in advance of the expected closing of the merger and ~~will~~were to be accounted for in purchase accounting if ~~such~~the merger iswas consummated. ~~The~~Subsequently, ~~value~~during of the ~~shares~~second ~~have~~and ~~been~~third ~~recorded~~quarters atof ~~the~~2023, ~~fair~~a ~~value~~total ~~on the date~~ of ~~grant. As~~760,000 ~~the~~preferred ~~Company~~shares ~~has~~were ~~not~~converted ~~determined~~into ~~the~~22,800,000 ~~purchase~~in ~~accounting~~accordance ofwith the ~~potential~~original ~~transaction,~~conversion ~~such amounts have been included as a component of stockholders’ deficit~~terms.

F-8 Table of Contents

During the three months ended June 30, 2023, the Company issued 21,900,000 shares of common stock upon the conversion of 730,000 shares of Series B preferred stock in accordance with the original conversion terms.

During the three months ended September 30, 2023, the Company issued 900,000 shares of common stock upon the conversion of 30,000 shares of Series B preferred stock in accordance with the original conversion terms.

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

· The ~~stockholder cannot convert into common stock; and · Each holder of~~ preferred ~~stock~~B ~~shall~~shares behad ~~entitled~~the tofollowing ~~cast~~rights ~~250~~and ~~votes. · Each holder shall be entitled to no liquidation preference.~~privileges:

~~2023~~· ~~Activity~~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 three months ended March 31, 2023, the Company issued 915,000 shares of Series C preferred stock as a deposit on the Company’s potential merger ~~(see Note 7)~~. Such shares have been issued in advance of the closing of the merger and ~~will~~were to be accounted for in purchase accounting if ~~such~~the merger iswas consummated. The value of the shares have been recorded at the fair value on the date of grant. As the Company has not determined the purchase accounting of the potential transaction, such amounts have been included as a component of stockholders’ deficit.

Preferred D;: (1,000,000 shares authorized; 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.

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.

Table of Contents

During the three months ended March 31, 2024, the Company had no preferred shares issuances.

Common Stock

~~During~~The ~~the three months ended June 30, 2023, the~~ Company ~~issued~~has 19300,~~124~~000,~~680~~000 ~~shares~~Common ofStock ~~common~~authorized. ~~stock~~During ~~as a deposit on~~ the ~~Company’s~~three ~~potential~~months ~~merger~~ended ~~(see~~March ~~Note~~31, ~~7). Such~~2024 ~~shares have been issued in advance of the closing of the merger~~ and ~~will~~2023, ~~be accounted for in purchase accounting if such merger is consummated. Based on~~ the Company’s ~~preliminary~~had ~~assessment~~no ofcommon ~~the~~stock ~~transaction, issuance of the shares have been recorded as a capital transaction~~issuances.

~~During~~Common ~~the~~Stock three months ended September 30, 2023, the Company issued 3,486,261 shares of common stock as a deposit on the Company’s potential merger (see Note 7). Such shares have been issued in advance of the closing of the merger and will be accounted for in purchase accounting if such merger is consummated. Based on the Company’s preliminary assessment of the transaction, issuance of the shares have been recorded as a capital transaction.Issuable

During the three months ended ~~September~~March 3031, ~~2023~~2025, ~~the~~stock ~~Company~~subscriptions ~~issued~~for ~~1,365,414 shares of~~ common stock ~~upon~~totaling ~~the~~approximately ~~conversion~~1,419,000 ofshares ~~notes~~and ~~payable.~~approximately ~~The~~285,000 ~~value of the~~ shares ~~have~~for ~~been~~advertising ~~recorded at the fair value on the date of grant (based on the closing share price of the Company’s common stock on such date)~~services. As These ~~such,~~shares aare ~~loss~~to onbe ~~debt~~issued ~~settlement~~to ~~of $5,106,863 has been accounted for and is disclosed in~~ the ~~statement~~counterparties ofduring ~~operations~~fiscal atyear ~~September 30, 2023~~2025.

~~F-9~~5. Subsequent ~~Table~~Events ~~of Contents~~

6In accordance with ASC 855 Subsequent Events, the Company has evaluated events and transactions subsequent to March 31, 2024, through the date these financial statements were issued. ~~Discontinued~~Other ~~Operations~~than the below, there are no subsequent events identified that would require disclosure in these financial statements.

OnFlooid/Quantum ~~June~~has ~~27,~~sold ~~2022~~both exclusive and non-exclusive Licensed Distributorships, ~~the~~with ~~Company~~sales ~~finalized~~closings in the ~~split-off~~last quarter of ~~MBE~~2023 ~~Holdings,~~for ~~Inc~~$6.,5MM ~~and~~which asincludes ~~part~~three of(3) ~~the~~exclusive ~~split-off~~Quantum ~~agreement~~Licensed ~~notes~~Distributorships ~~payable~~in Eastern Canada, the State of ~~MBE~~Washington, ~~Holdings~~Oklahoma, ~~Inc~~and one cross-licensing agreement with Inductance Energy Corporation. ~~totaling~~These ~~approximately $4~~Licensed ~~million,~~Distributorships were ~~assumed~~sold byfor ~~Flooid~~$1.5MM each and ~~the~~are ~~original~~fully ~~creditors~~paid. ~~assigned~~A ~~their~~Non-exclusive ~~rights~~Licensed inDistributorship ~~the~~at ~~notes~~$500,000 ~~payable~~was tosold anin ~~affiliated~~Michigan ~~entity~~to ofViridis ~~Quantum~~Energy Partners, Inc.

InFrom ~~connection~~the ~~with~~second ~~the~~quarter ~~transaction~~of 2024, an additional exclusive Licensed Distributorship was sold to Arc Energy of the ~~Company derecognized~~ Philippines for $13MM,~~158,000~~ with a $20MM minimum commitment for manufacturing to be located east of ~~liabilities,~~Manila. ~~including~~Flooid/Quantum ~~$461~~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 ~~accounts~~this ~~payable~~filing, ~~and~~the ~~accrued~~Company ~~liabilities~~has ~~and~~sold Non-exclusive Quantum Licensed Distributorships all priced at $~~696~~500,000 ofin ~~notes~~Arizona ~~payable~~(2), California (1), Texas (5), Arkansas (1). ~~The~~ ~~substantial~~Utah ~~portion~~(3), ofIdaho ~~these~~(3), ~~liabilities~~Wyoming ~~were~~(3), ~~assumed~~Ohio by(1), ~~MBE~~Montana ~~Holding~~(1), ~~Inc~~and Nevada (1).

The Company ~~has~~is ~~accounted~~currently ~~for~~in ~~the~~negotiation ~~Split-off~~for ofeight ~~MBE~~(8) ~~Holding,~~additional ~~Inc.~~non-exclusive asDistributorships ~~discontinued operations~~ in ~~accordance~~Utah, ~~with~~Indiana, ~~ASC~~Michigan, ~~No.~~Ohio, ~~205-20~~Texas, ~~Discontinued~~ ~~Operations~~and Kansas.

~~Based~~The onCompany ~~the~~now ~~related~~operates ~~party~~sales ~~nature~~and ofoperational ~~such~~offices ~~transaction~~in Tampa, ~~the~~Florida; ~~Company~~Honolulu, ~~recorded~~Hawaii; ~~the~~Dallas/Fort ~~effect~~Worth, ofTexas; ~~the~~Maumee, ~~transaction~~Ohio; asMonroe, aMichigan; ~~capital~~Las ~~contribution~~Vegas, Nevada; Scottsdale, Arizona; St. George, Utah; Tulsa, Oklahoma; and Tacoma, Washington.

~~Discontinued~~The ~~Operations~~Company’s ~~disclosures~~active customer base for ~~2022~~executed ~~period~~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).

	Nine MonthsEndedSeptember 30,2022			Three Months Ended September 30,2022
TOTAL REVENUE	$	—		$	—
OPERATING EXPENSES
General and administrative expense		34,752		—
Research and development		138,449		—
TOTAL OPERATING EXPENSES		173,201		—
OPERATING LOSS		173,201		—
Finance Costs		—			—
NET LOSS OF DISCONTINUED OPERATIONS	$	(173,201	)	$	—

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 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.

~~Depreciation~~From ~~was~~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 $052.1 million in potential installation fees, representing only six (6) of its current 109 facility installations, and additional contractual recurring revenue (monthly) of approximately $025.2 ~~for~~million over the ~~nine~~ ~~months~~twenty-year ~~ended September~~contracts. ~~30,2022~~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 ~~three~~engineering ~~months~~process ~~ended~~for ~~September~~ 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, ~~2022~~2025), ~~respectively~~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.

~~The~~13 ~~consolidated~~Table ~~statements~~ of ~~cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations.~~ Contents

7. Potential Merger

On March 29, 2023 FlooidCX Corp. (“FLCX”), a Nevada corporation entered into An Agreement and Plan of Merger (the “Agreement”) with Quantum Energy, Inc., a Nevada corporation (“QREE”). Under the terms of the Agreement, the shares of QREE will be exchanged for the shares of FLCX on the following basis:

QREE	FLCX
Common 6 shares	Common 1 share
Series D Preferred 1 share	Series D Preferred 1 share

F-10 Table of Contents

Under the terms of the Merger Agreement, the surviving company will change its name from flooidCX Corp. to Quantum Energy, Inc. and management shall apply to change the trading symbol of the surviving corporation from FLCX to QREE.

The Agreement contains representations and warranties of the parties that are common to such agreements. The merger transaction is subject to regulatory approval and applications for such approval would be submitted to all applicable regulatory agencies, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority. In addition, management plans to file a registration statement on SEC Form S-4 to register the shares to be issued to the Quantum shareholders. Under the Agreement, the transaction may not proceed in the event that holders with more than 20% of the number of outstanding shares of QREE shall dissent from the transaction. Certain members of the management of FLCX are also members of the management of QREE. The Merger is contingent upon the filing of SEC Form S-4, SEC and FINRA comments, and Nevada state corporate filings to complete.

Inductance Energy Corporation, (“IE”), of Wyoming, shall be operated as a subsidiary of the surviving entity, currently IE is operated as a subsidiary of Quantum Energy, Inc. Shareholders of Inductance Energy Corporation will retain their current shareholding in IE. As the Company has not attained all required approvals, such transaction has not yet been consummated.

F-11 Table of Contents

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 ~~Consolidated~~ 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 ~~February~~December 2831, ~~2021~~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

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

~~Effective~~flooidCX ~~February 28~~Corp,/Quantum ~~2017,~~Energy weCorporation ~~entered~~(referred ~~into~~to aherein ~~share~~as ~~exchange~~a ~~agreement~~“flooidCX”, ~~(the~~“flooid”, “~~MBE~~flooid/Quantum”, ~~Exchange~~“Quantum”or ~~Agreement~~the “Company”) ~~with~~is ~~MBE~~at ~~Holdings~~the ~~Inc.,~~vanguard aof ~~private~~revolutionizing ~~corporation~~100% ~~organized~~distributed ~~under~~direct electrical energy systems, owned by the ~~laws~~consumer, ofwith ~~Delaware~~our ~~(“MBE”)~~leading exclusively licensed and ~~the~~patent ~~shareholders~~pending oftechnologies. ~~MBE~~As (the ~~“MBE~~worldwide ~~Shareholders~~exclusive licensee for Harvested and Thermal Electrical Energy Collection and Transmission (“EET”), ~~pursuant~~Photon toLighting ~~which~~Systems, ~~MBE~~photonic ~~Exchange~~and ~~Agreement~~photovoltaic weenergy ~~acquired~~harvesting, ~~all~~thermal ~~the~~waste ~~technology~~to ~~and~~energy ~~assets~~conversion, ~~and~~the ~~assumed~~sole ~~all~~provider ~~liabilities~~ of ~~MBE~~Photon Engines, and ~~MBE~~leading-edge ~~became~~energy ~~our~~conditioning ~~wholly-owned~~and ~~subsidiary.~~storage Insystems, ~~accordance~~flooid/Quantum ~~with~~is ~~the~~setting ~~terms~~new standards in energy efficiency and ~~provisions~~sustainability. offlooid/Quantum’s ~~the~~Direct ~~MBE~~Energy ~~Exchange~~Systems ~~Agreement,~~both anconserve ~~aggregate~~electrical ofenergy 5and produce new available electrical energy capacity,~~248,626~~ ~~(pre-reverse~~from ~~split)~~energy ~~shares~~harvesting, ofconversion ~~our~~and ~~restricted~~storage. ~~common~~flooid/Quantum’s ~~stock~~mission ~~were~~also ~~issued~~extends to the ~~MBE~~recycling ~~Shareholders~~and inprocessing ~~exchange~~of ~~for~~rare ~~157~~earth materials,~~458~~ including magnets,~~778~~ ofessential ~~the~~for ~~total~~use ~~issued~~in nearly every electrical device requiring high-quality magnets and ~~outstanding~~magnetic ~~shares~~assemblies, offurther ~~MBE~~bolstering our commitment to innovative energy solutions.

~~Effective~~Intellectual March 18, 2019, we changed our name to flooidCX Corp. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State. The name of the Company was changed as part of our rebranding, which better reflects our new business direction into the customer care and feedback solutions space – offering easy to adapt customer care and feedback solutions to enterprises of all sizes.Property

Onflooid/Quantum ~~May~~vigorously ~~17,~~pursues ~~2019,~~exclusive welicenses ~~entered~~and ~~into~~intellectual aproperty ~~Share~~protection ~~Exchange~~for ~~Agreement~~our ~~(the~~innovative ~~“R1~~technologies, ~~Exchange~~including ~~Agreement”)~~exclusive ~~with~~licenses ~~the~~and ~~stockholders~~patents offor ~~Resolution~~Photon 1,Lighting ~~Inc.~~Systems, aPhotovoltaic ~~Delaware corporation (“R1”)~~Systems, toPhoton ~~acquire all of the outstanding shares of R1 in exchange for 10~~Engines,~~000,000~~ ~~(pre-reverse~~as ~~split)~~well ~~restricted~~as ~~shares~~energy ofstorage ~~our~~and ~~common~~distribution ~~stock (the “Acquisition”)~~systems. R1Flooid/Quantum ~~has~~owns ~~developed~~and adevelops ~~comprehensive~~trademarks ~~customer care~~ and ~~feedback~~copywritten ~~management~~materials ~~platform,~~that ~~which~~secure isour ~~delivered~~brand asidentity ~~a cloud-based, software as a service solution. R1 was founded~~ in ~~August 2012 by Richard Hue,~~ the ~~CEO~~global ~~and a director of our Company~~market. ~~The~~Our ~~Acquisition~~commitment ~~was~~to ~~approved~~research ~~by the independent members of the board of directors of the Company. Since the majority shareholders of the Company~~ and ~~R1 are the same~~development, ~~this~~and ~~did~~legal ~~not~~protection ~~result~~strategies inensure ~~the~~our ~~change~~technological inadvancements ~~control~~remain atproprietary ~~the ultimate parent or the controlling shareholder level,~~ and ~~was accounted for as a common control transaction~~competitive.

~~On January 27, 2021, the Company’s common stock began trading on a 1-for-85 reverse stock split basis.~~Products

~~Our~~flooid/Quantum’s ~~mission~~proprietary EET technology is the patent pending ability to ~~help~~transmit ~~businesses~~harvested ~~bring~~electrical ~~back~~energy through the ~~conversation~~open ~~with~~channels ~~customers~~of ~~with~~any ~~innovative,~~USB ~~simple~~or ethernet cable from as low as 80 Watts to ~~use~~over ~~solutions~~several ~~that~~hundred ~~empower~~Watts ~~both~~per ~~the~~channel. ~~businesses~~EET also follows low-voltage protocol in many installations, eliminating conduit, and ~~customers~~also toeliminating ~~communicate~~standardized electrical cable. This dramatically lowers both new and ~~create~~remodeling ~~positive~~construction ~~outcomes~~costs. ~~With~~In ~~the~~many ~~consummation~~installations, ofEET ~~the~~can R1completely ~~Exchange~~replace ~~Agreement~~110-120 ~~resulting~~V inoutlets R1and ~~being~~related ~~our~~switches, ~~subsidiary~~wire, weconduit, ~~now~~and ~~offer~~panel acosts, ~~suite~~including ofAC ~~customer~~circuit ~~relationship~~breakers ~~management~~and ~~(CRM)~~related ~~solutions~~equipment. ~~that~~The ~~enhances~~technology ~~and~~also ~~builds~~affords ~~upon~~superior ~~our~~remote ~~initial~~control ~~offering,~~and ~~“GripeVine~~remote monitoring.”

We14 ~~offer~~Table unified communications and collaboration online CRM solutions - GripeVine and Resolution1. GripeVine is a consumer-to-business platform that helps build a customer feedback-minded community, focused on transparency, mutual respect and open communications among like-minded customers and businesses – all working together – to facilitate positive outcomes. It allows for private messaging between customers and businesses for positive resolutions, so that businesses are not forced to communicate via the comments section. Resolution1 functions as a cloud-based customer care and feedback workflow management platform, where businesses can manage the entire logistics of customer care, feedback or inquiries throughout their entire organizations. Businesses can respond quickly and accurately to customers, while keeping track of every customer interaction. The platform is designed to grow and scale, so that businesses of all sizes, from small to medium-size enterprises (SMEs) to large enterprises, can use this cloud-based customer care and feedback management systemContents

5A ~~Table~~series of ~~Contents~~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

~~The~~For following discussions are based on our unaudited interim consolidated financial statements, including our wholly-owned subsidiaries. These discussions summarize our unaudited interim consolidated financial statements for the ~~three-month~~Three ~~periods~~Months ~~ended~~Ended ~~September~~March ~~30, 2023 and 2022, and should be read in conjunction with the Company’s audited consolidated financial statements for the period ended December~~ 31, ~~2022~~2024 and ~~notes thereto included in the Form 10-KT filed with the SEC on May 4,~~ 2023.

~~The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.~~ Our ~~actual~~financial results ~~could~~for ~~differ materially from those discussed in~~ the ~~forward-looking~~three ~~statements.~~months ~~Factors~~ended ~~that~~March ~~could cause or contribute to such differences include~~31, ~~but~~2024 ~~are not limited to those discussed below~~ and ~~elsewhere~~2023 ~~in this Quarterly Report on Form 10-Q. The financial statements~~ are ~~stated~~summarized inas ~~United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~follows:

Three-Month Period Ended September 30, 2023 Compared to Three-Month Period Ended September 30, 2022

	For the Three Months Ended March 31,
	2024		2023

Revenue	$	1,000,000	$	-

Operating expenses
General and administrative		300,000		78,750
Total operating expenses		300,000		78,750

Operating income (loss)		700,000		(78,750	)

Other income (expenses)		93,875		(9,315	)

Net income (loss)	$	793,875	$	(88,065	)

Revenue~~. There was no revenue generated for the three months ended September 30, 2023, as compared to $0 for the comparable period in 2022.~~

Operating expenses.

	For the Three Months Ended March 31,
	2024		2023

Revenue	$	1,000,000	$	-

~~During~~We ~~the~~generated ~~quarter~~$1 ~~ended~~million ~~September~~and ~~30,~~$0 ~~2023,~~revenue wefor ~~incurred operating expenses in~~ the ~~amount~~three ofmonths ~~$26,645 compared to operating expenses incurred during quarter~~ ended ~~comparable~~March ~~2022 of a negative $26~~31,~~496~~ ~~(an~~2024 ~~increase of $53,141). Operating expenses include: (i) general~~ and ~~administrative of $26~~2023,~~645~~ ~~(2022: $(26,496)~~respectively. During ~~General~~the ~~and~~first ~~administrative~~quarter ~~expenses~~of ~~increased by $53~~2024,~~141,~~ ~~due~~flooid/Quantum ~~primarily~~sold totwo ~~the~~Licensed ~~increase~~Distributorships in ~~cost~~the amount of ~~accounting~~$500,000 ~~and reports compilation~~each.

~~Other~~General ~~Income~~ and Administrative

Net loss.

	For the Three Months Ended March 31,
	2024		2023

General and administrative	$	300,000	$	78,750
Advertising and marketing		-		-
Audit fees
Total general and administrative	$	300,000	$	78,750

~~The~~During ~~Company~~the ~~had~~three ~~net~~months ~~loss~~ended ofMarch $531,~~147~~ 2024 and 2023,~~668~~ orwe ~~$0.11~~incurred ~~per~~general ~~share~~and ~~(continuing~~administrative ~~operations)~~expense ~~for~~in the ~~three~~amount ~~months~~of ~~ended~~approximately ~~September 30~~$300,000 ~~2023~~and ~~compared~~approximately to$79,000, arespectively, ~~net~~an ~~income~~increase of approximately $~~285~~221,~~794~~000. orDuring ~~$0.14~~the ~~per~~three ~~share~~months ~~(continuing~~ended ~~operations)~~March ~~for~~31, ~~the~~2024 ~~three~~and ~~months~~2023, ~~ended~~advertising ~~September~~and 30marketing fees increased by approximately $300,000 ~~2022~~and audit fees decreased by approximately $79,000.

~~Discontinued~~Other ~~operations~~(Expense) Income

On June 27, 2022, the Company finalized the split off of MBE Holdings, Inc. As of September 27, 2922, the Company transferred all the equity in MBE Holdings, Inc. to Richard Hue, former majority shareholder and CEO of the Company. MBE’s historical operations consisted primarily of business holdings.

	For the Three Months Ended March 31,
	2024		2023

Other (expense) income	$	93,875	$	(9,315	)

~~Nine-Month~~Other ~~Period~~income ~~Ended~~was ~~September~~approximately 30$94,000 ~~2023~~for ~~Compared~~the three months ended March 31, 2024, compared to ~~Nine-Month~~other ~~Period~~expense ~~Ended~~of ~~September~~approximately 30$9,000 ~~2022~~for the three months ended March 31, 2023. The increase in other income was primarily driven by re-measurements on the notes payable denominated in Canadian Dollars to United States Dollars.

~~Revenue.~~Net ~~There~~Income ~~was no revenue generated for the three months ended September 30, 2023, as compared to $0 for the comparable period in 2022.~~ (Loss)

Operating expenses.

	For the Three Months Ended March 31,
	2024		2023

Net income (loss)	$	793,875	$	(88,065	)

~~During~~16 ~~the~~Table ~~quarter ended September 30, 2023, we incurred operating expenses in the amount~~ of $ 127,445 compared to operating expenses incurred during quarter ended comparable 2022 of $ 64,674 (a decrease of $ 62,771). Operating expenses include: (i) general and administrative of $ 127,445 (2022: $64,674). General and administrative expenses increased by $64,674, due primarily to the increase in cost of accounting and reports compilation. Contents

~~Net~~The Company had net income of approximately $794,000 or $0.02 and $0.01 per basic and diluted share, respectively, for the three months ended March 31, 2024 compared to net loss of approximately $88,000 or $0.04 per basic and diluted share for the three months ended March 31, 2023. Net income for the three months ended March 31, 2024, resulted from the sale of two distributorship licenses totaling $1.0 million, advertising and marketing expenses of $300,000, and other income of approximately $94,000 related to gains on re-measurement of notes payable denominated in Canadian dollars. Net loss for the three months ended March 31, 2023, resulted from approximately $79,000 in audit fees and other expenses of approximately $4,000 for interest expense on certain notes payable and approximately $5,000 related to re-measurement of notes payable denominated in Canadian dollars.

~~The~~LIQUIDITY ~~Company~~AND ~~had~~CAPITAL net loss of $5,263,910 or $0.25 per share (continuing operations) for the three months ended September 30, 2023 compared to a net income of $9,708 or $0.09 per share (continuing operations) for the three months ended September 30, 2022.RESOURCES

~~Liquidity~~The Company’s ability to generate and ~~Capital~~obtain ~~Resources~~adequate Asamounts of ~~September~~capital 30to meet its manufacturing, ~~2023~~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.

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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.

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 three months ended March 31, 2024 and 2023 was as follows:

	For the Three Months Ended March 31,
	2024		2023
Net cash provided by operating activities	$	125,200	$	-
Net cash (used in) provided by investing activities		-		-
Net cash (used in) provided by financing activities		-		-
Net increase in cash and cash equivalents	$	125,200	$	-
Cash and cash equivalents
Beginning of year	$	-	$	-
End of year	$	125,200	$	-

Three Months Ended March 31, 2024 and 2023

As of March 31, 2024 and December 31, 2023, we had a net working capital surplus of approximately $4,986,000 and approximately $2,398,000, respectively.

Cash Flows from Operating Activities

WeFor ~~have~~the ~~generated~~three ~~$nil(0)~~months ended March 31, 2024, cash ~~flows~~provided ~~from~~by operating activities. ~~For~~was ~~the~~approximately ~~Nine~~$125,000 ~~months~~and ~~ended~~primarily ~~September~~consisted ~~30,~~of ~~2023~~net income of approximately $794,000 ~~net~~and ~~cash~~a ~~flows~~decrease ~~used~~due to changes in operating ~~activities~~assets ~~was~~and ~~$nil(0)~~liabilities ~~compared~~of toapproximately ~~a negative~~ $~~194~~575,~~236~~000, ~~for~~offset ~~the~~by ~~Nine~~gain ~~months~~on ~~ended~~foreign ~~September~~currency ~~30,~~re-measurement ~~2022.~~of approximately $94,000.

For the three months ended March 31, 2023, cash provided by (used in) operating activities was $0 and primarily consisted of net loss of approximately $88,000, due to a decrease in operating assets and liabilities of approximately $83,000 and a loss on foreign currency remeasurement of approximately $5,000.

Cash Flows from Investing Activities

During the three months ended March 31, 2024 and 2023, the Company had no cash flows used in investing activities.

Cash Flows from Financing Activities

~~Net~~During ~~cash flows provided by financing activities during~~ the ~~Nine~~three months ended ~~September~~March 3031, ~~2023~~2024 ~~was~~and ~~$nil(0).~~2023, ~~During~~ the ~~Nine~~Company ~~months~~had ~~ended~~no ~~September 30, 2022,~~ cash flows ~~provided~~from by financing activities ~~was $350,261, which consisted of $nil(0) proceeds from loans from third party and related party~~.

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~~Off-Balance~~Critical ~~Sheet~~Accounting ~~Arrangements~~Policies and Estimates

~~There~~Basis were no off-balance sheet arrangements during the Nine months ended September 30, 2023 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.~~Presentation

~~Plan~~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 ~~Operation~~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.

AtRevenue ~~September 30, 2023, we had a working capital deficit of $ 3,685,367 and we will require additional financing in order to enable us to proceed with our plan of operations.~~Recognition

~~Thus~~The ~~far,~~Company werecognized ~~believe~~revenue ~~that~~of ~~COVID-19~~$1.0 ~~has~~million ~~not~~and ~~impacted~~$0 ~~our~~during ~~business~~the ~~negatively~~three months ended March 31, 2024 and 2023, respectively. AsDuring ~~more~~the ~~businesses~~three ~~adopt~~months ~~virtual~~ended ~~office~~March ~~operation~~31, ~~models~~2024, ~~due~~the toCompany had one revenue stream engaged, which was revenue earned from the ~~risk~~sale of distributor licenses. The distributor license provides a right to use for the ~~virus~~Company’s technology to the distributor through an exclusive or non-exclusive agreement for a specific territory, ~~such~~dependent ~~adoption~~on ~~may~~the intype ~~fact~~of ~~present~~the usLicensed ~~with~~Distributorship ~~more~~agreement. ~~opportunities~~The right to ~~offer~~use ~~businesses~~allows ~~cost~~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-~~effective,~~time ~~cloud~~fee. This license fee is non-~~based~~refundable ~~solutions~~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.

~~When~~Revenue weRecognition ~~will~~under ~~require~~ASC ~~additional~~606 ~~financing,~~Revenue ~~there~~from ~~can~~Contracts bewith no assurance that additional financing will be available to us, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due. We are pursuing various alternatives to meet our immediate and long-term financial requirements.Customers

WeIn ~~anticipate~~applying ~~continuing~~Accounting toStandards ~~rely~~Codification on(“ASC”) ~~equity~~606, ~~sales~~revenue ~~of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There~~ is norecognized ~~assurance~~by ~~that~~following wea ~~will~~five-step ~~achieve any additional sales of equity securities or arrange for debt or other financing to fund our planned business activities.~~process:

~~There~~1. isIdentify ~~substantial~~the ~~doubt~~contract(s) ~~that~~with ~~we can continue as~~ a ~~going business for the next twelve months unless we generate sufficient revenues~~customer. Evidence ~~There~~of isa nocontract ~~assurance~~generally weconsists ~~will ever reach that point. In the meantime, the continuation~~ of ~~the~~a ~~Company~~Licensed isDistributorship ~~dependent~~agreement ~~upon~~ (the ~~continued~~agreement) ~~financial~~issued ~~support~~pursuant ~~from our shareholders, our ability~~ to ~~obtain~~the ~~necessary~~terms ~~equity financing to continue operations~~ and ~~the~~conditions ~~attainment~~ of ~~profitable~~the ~~operations~~agreement.

~~Our~~2. ~~operations~~Identify ~~and~~the ~~financial~~performance ~~results~~obligations ~~are~~in ~~subject~~the tocontract. The ~~various~~single ~~risks~~performance ~~and~~obligation ~~uncertainties~~provides ~~that~~the ~~could~~distributor ~~adversely~~with ~~affect~~a ~~our~~right ~~business,~~to ~~financial~~use ~~condition~~license ~~and~~to ~~results~~the ofCompany’s ~~operations~~technology in a specific territory for a license fee.

We3. ~~require~~Determine ~~approximately~~the ~~$1,500,000~~transaction ~~for~~price. The ~~the~~purchase ~~next~~price 12stated ~~months~~is as a ~~reporting~~fixed ~~issuer~~price ~~and~~stated ~~additional~~in ~~funds~~the ~~are~~Licensed ~~required~~Distributor Agreement. The ~~additional~~agreements ~~funding~~with ~~may~~customers ~~come~~do ~~from~~not ~~equity~~include ~~financing~~any ~~from~~form ~~the~~of ~~sale~~variable ofconsideration. ~~our~~The ~~common~~licensor ~~stock~~and orlicensee ~~loans~~agree ~~from~~that ~~management~~the License Fee may be paid in cash, ~~related~~real ~~parties~~estate, or ~~third parties~~trade. InWhen the ~~event~~license wefee dois ~~not~~paid ~~raise~~by ~~sufficient~~non-cash ~~capital~~consideration, tothe ~~implement~~license ~~its~~fee ~~planned~~is ~~operations~~measured orby ~~divest,~~the ~~your~~estimated ~~entire~~fair ~~investment~~value ~~could~~of bethe ~~lost~~non-cash consideration at the inception of the agreement.

74. ~~Table~~Allocate ofthe ~~Contents~~transaction price to the performance obligations in the contract. Because there is a single performance obligation no allocation is required.

~~Recent~~5. ~~Accounting~~Recognize ~~Pronouncements~~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.

AsThe ~~reflected~~Company inexcludes ~~Note~~from 2the oftransaction ~~the~~price ~~Notes~~all totaxes ~~the~~assessed ~~Interim~~by ~~Consolidated~~governmental ~~Financial~~authorities ~~Statements,~~that ~~there~~are ~~have~~both ~~been~~(i) ~~recent~~imposed ~~accounting~~on ~~pronouncements~~and orconcurrent ~~changes~~with ina ~~accounting~~specific ~~pronouncements~~revenue-producing ~~that~~transaction ~~impacted~~and ~~the Nine~~(ii) ~~months~~collected ~~ended~~from ~~September~~customers 30by the distributor. Accordingly, ~~2023~~such ortax ~~which~~amounts are ~~expected~~not toincluded ~~impact~~as ~~future~~a ~~periods~~component asof ~~follows:~~net sales or cost of sales.

InAccounts September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022. The Company determined that the new standard did not have an effect on its financial statements.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 March 31, 2024 and December 31, 2023, the Company had an accounts receivable balance of $4.6 million and $5.2, respectively. All amounts were deemed collectable as of March 31, 2024 and December 31, 2023.

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Other Receivables

Other receivables were $4.2 million and $1.3 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, other receivables consist of accounts receivable collections through a third-party which is due to the Company of $2.8 million and amounts owed related to cash collected on behalf of the Company for future common stock issuances of $1.4 million which is imminently collectible as of March 31, 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 March 31, 2024 and throughout the year ended December 31, 2023 and. The Company has deemed these amounts imminently collectible as of March 31, 2024.

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 as of March 31, 2024 and 2023 consist of 6,060,000 and 0 common stock equivalents, respectively. The 6,060,000 common stock equivalents for the period of March 31, 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 1,398,000 common stock equivalents which represent stock payable from shares yet to be issued for stock subscriptions.

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

March 31, 2024

As of

December 31, 2024

Closing rate, Canadian Dollar (CAD) to $USD at period end

0.7380

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 March 31,
	2024		2023
General and administrative
Advertising and marketing	$	300,000	$	-
Audit fees		-		78,750
Total general and administrative	$	300,000	$	78,750

New and Recently Adopted Accounting Standards

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 adopted the ASU beginning with its Form 10-K for the period ended December 31, 2024.

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Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the three months ended March 31, 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 ~~September~~March 3031, ~~2023~~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.

~~Evaluation~~Management conducted its evaluation of ~~Disclosure~~disclosure ~~Controls~~controls and ~~Procedures~~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 March 31, 2024 due to the following material weaknesses that our management identified in our internal control over financial reporting as of March 31, 2024:

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 September 30, 2023 due to the following material weaknesses that our management identified in our internal control over financial reporting as of September 30, 2023:

	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 who possesses U.S GAAP knowledge and working experience.

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 who possesses U.S GAAP knowledge and working experience.

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.

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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 ~~September~~March 3031, ~~2023~~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 ~~September~~March 3031, ~~2023~~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 ~~Nine~~three months ended ~~September~~March 3031, ~~2023~~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~~, ISSUER PURCHASE OF EQUITY SECURITIES~~

1. During the ~~quarter~~three ~~the~~months ~~following~~ended ~~equity~~March ~~was issued and converted:900~~31,~~000~~ ~~preferred conversion 2. 3~~2024,~~486,281~~ ~~stock~~there ~~issued~~were asno aunregistered ~~deposit~~sales onof ~~potential~~equity ~~merger~~securities 3.and ~~1,365,414~~use ~~debt~~of ~~conversion~~proceeds.

The shares described above were issued pursuant to an exemption for registration provided by Section 4(2) of the Securities Act of 1933. This was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuance. In addition, the transferees of the common stock represented that they had the necessary investment intent as required by Section 4(2) of the Securities Act and agreed to receive share certificates or book entry shares containing a legend that stated the securities are restricted pursuant to Rule 144 of the Securities Act.

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
ExhibitNumber		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.
3.2		Bylaws of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on September 11, 2014.
3.1.6		Amended and restated articles of incorporation as filed with the Secretary of State of Nevada incorporated herewith as filed as an Exhibit to the Current Report on Form PRER14C on June 21, 2024.
3.2		Bylaws of flooidCX Corp. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.
10.1		Amended Non-exclusive Cross License and Distribution incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on July 24, 2024.
10.2		Amended Non-Exclusive Commercial Agreement incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on July 24, 2024.
10.3		March 15, 2021 loan agreement for Cdn$100,000 incorporated herewith as filed as an Exhibit to the Form 10-Q on July 15, 2021.
10.4		Termination Agreement incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K/A on April 1, 2024.
31.1		Certification of Principal Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
101**		Interactive data files pursuant to Rule 405 of Regulation S-T.
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.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.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation 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)
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.
November 10, 2023	By:	/s/ Dennis M. Danzik
Date: May 6, 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.