UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2023~~2024

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

0-55965

(Commission File Number)

flooidCX Corp.

DBA Quantum Energy Corporation

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒☐ Yes ☐☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒☐ Yes ☐☒ No

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the common stock, par value $0.001 per share (“Common Stock”), held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, ~~2023~~2024) was $~~142~~49,~~050~~166,~~318~~697.

The Company had 49 87,~~166~~502,~~697~~759 shares of common stock outstanding as of ~~April 10~~October 22, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

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

TABLE OF CONTENTS

PART I
Item 1.	Business	43
Item 1A.	Risk Factors	87
Item 1B.	Unresolved Staff Comments	87
Item 1C.	Cybersecurity	87
Item 2.	Properties	98
Item 3.	Legal Proceedings	98
Item 4.	Mine Safety Disclosures	98
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	109
Item 6.	Selected Financial Data	119
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1110
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1715
Item 8.	Financial Statements and Supplementary Data	1816
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1917
Item 9A.	Controls and Procedures	1917
Item 9B.	Other Information	2119
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2220
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2524
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2625
Item 14.	Principal Accounting Fees and Services	2625
PART IV
Item 15.	Exhibits, Financial Statement Schedules	2726
Item 16.	Form 10-K Summary	2726
SIGNATURES		2827

Table of Contents

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

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

3 Table of Contents

PART I

ITEM 1. BUSINESS.

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

Corporate History

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

~~Change~~2019 inName ~~Fiscal Year~~Change

OnEffective ~~December~~March 1918, ~~2022~~2019, ~~our~~we ~~board~~changed ofour ~~directors~~name ~~approved~~to ~~the~~flooidCX ~~change~~Corp. infrom ~~our~~Gripevine, ~~fiscal~~Inc. ~~year~~pursuant ~~end~~to ~~from~~Certificate ~~February~~of ~~28th~~Amendment to ~~December~~our ~~31st.~~Articles Asof aIncorporation ~~result~~filed ofwith the ~~change~~Nevada inSecretary ~~fiscal~~of ~~year~~State ~~end,~~and ~~the~~also ~~Company~~changed ~~filed~~our atrading ~~transition~~symbol ~~report~~to on“FLCX”. ~~Form~~Effective ~~10-KT~~February on2, ~~May 4~~2024, ~~2023~~we ~~for~~changed ~~the~~our 10name ~~month~~to ~~transition~~Quantum ~~period~~Energy ~~ending~~Corporation ~~December~~from ~~31,~~flooidCX ~~2022~~Corp. Inpursuant ~~accordance~~to ~~with~~Certificate ~~section 1365.6~~ of ~~the~~Amendment ~~SEC's~~to ~~Financial~~our ~~Reporting~~Articles ~~Manual~~of ~~(the~~Incorporation ~~"FRM")~~filed ~~and~~with ~~Financial~~the ~~Reporting~~Nevada ~~Release~~Secretary 35of ~~("FRR~~State. ~~35"),~~The ~~the~~ Company ~~has~~will ~~elected~~file ~~not~~with toFINRA ~~recast its prior period financial statements~~ to ~~conform~~change ~~with~~ its ~~newly~~trading ~~adopted~~name ~~fiscal~~as ~~year.~~soon Asas ~~such,~~ the ~~comparative~~Company ~~period~~is ~~presented~~current inwith ~~our~~its ~~financial~~required ~~statements~~filings ~~reflects~~with the ~~ten-month transition period from March 1, 2022 through December 31, 2022~~SEC.

~~2019~~Change ~~Name~~in ~~Change~~Control

~~Effective~~In ~~March~~July 182022, ~~2019~~flooidCX Corp., weunderwent ~~changed~~a ~~our~~change ~~name~~in tocontrol ~~flooidCX~~when MP Special Purpose Corp. ~~from~~acquired ~~Gripevine,~~a ~~Inc.~~significant ~~pursuant~~ownership tostake, ~~Certificate~~initiating ofa ~~Amendment~~comprehensive toreorganization ~~our~~including ~~Articles~~leadership ofchanges. ~~Incorporation~~The ~~filed~~acquisition ~~with~~allowed the ~~Nevada~~company ~~Secretary~~to ofsecure ~~State~~critical ~~and~~professional ~~also~~talent ~~changed~~on ~~our~~a ~~trading~~long-term ~~symbol~~contract tobasis ~~“FLCX”.~~and ~~Effective~~marked ~~February~~a 2,strategic ~~2024,~~pivot wefrom ~~changed~~customer-business ~~our~~communications ~~name~~ to ~~Quantum~~the ~~Energy~~development ~~Corporation~~and ~~from~~sale ~~flooidCX~~of ~~Corp.~~private ~~pursuant~~electricity togenerating ~~Certificate~~equipment, ofunderscoring ~~Amendment~~a commitment to ~~our~~distributed ~~Articles~~energy, ofowned ~~Incorporation~~by ~~filed~~the ~~with~~consumer, ~~the~~that ~~Nevada~~includes ~~Secretary~~sustainable ofdesign, ~~State~~sustainable energy equipment and services. ~~The~~As ~~Company~~of ~~will~~December ~~file~~31, ~~with~~2023, ~~FINRA~~MP toSpecial ~~change~~Purpose ~~its~~Corp.'s ~~trading~~ownership ~~name~~has asadjusted ~~soon~~to as322,374 shares, representing 0.656% of the ~~Company~~company, isreflecting ~~current~~changes ~~with~~in ~~its~~the ~~required~~company's ~~filings~~ownership ~~with~~structure over the ~~SEC~~year.

~~Change~~3 inTable ~~Control~~of Contents

InBUSINESS July 2022, flooidCX Corp., underwent a change in control when MP Special Purpose Corp. acquired a significant ownership stake, initiating a comprehensive reorganization including leadership changes. The acquisition allowed the company to secure critical professional talent on a long-term contract basis and marked a strategic pivot from customer-business communications to the development and sale of private electricity generating equipment, underscoring a commitment to distributed energy, owned by the consumer, that includes sustainable design, sustainable energy equipment and services. As of December 31, 2023, MP Special Purpose Corp.'s ownership has adjusted to 322,374 shares, representing 0.656% of the company, reflecting changes in the company's ownership structure over the year.OPERATIONS

~~4 Table of Contents~~General

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

~~General~~Market Opportunity

~~flooidCX~~The ~~Corp,/~~demand ~~Quantum~~for ~~Energy~~sustainable ~~Corporation(referred~~and toefficient ~~herein~~energy ~~as a “flooidCX”~~solutions, ~~“flooid”,~~and ~~“flooid/Quantum”,~~additional ~~“Quantum”or~~electrical ~~the~~capacity ~~“Company”)~~ is atrapidly ~~the~~increasing, ~~vanguard~~driven ofby ~~revolutionizing~~population ~~100%~~growth, ~~distributed~~increasing ~~direct~~worldwide ~~electrical~~demand, ~~energy~~global ~~systems,~~efforts ~~owned~~to byreduce ~~the~~carbon ~~consumer,~~emissions ~~with~~and ~~our~~enhance ~~leading~~energy ~~exclusively~~security. ~~licensed~~The ~~and~~Company’s ~~patent~~unique ~~pending~~product ~~technologies.~~offerings, Asdeveloped ~~the~~by ~~worldwide~~noted ~~exclusive~~research ~~licensee~~engineer ~~for~~Dennis ~~Harvested~~M. Danzik, and ~~Thermal~~his ~~Electrical~~technology ~~Energy~~and ~~Collection~~product ~~and~~development ~~Transmission~~process (“including EET”), Photon Lighting Systems, and photonic and ~~photovoltaic~~heat ~~energy~~ harvesting products, ~~thermal~~that ~~waste~~allow toany ~~energy~~light ~~conversion~~fixture, ~~the~~furniture, ~~sole~~walls, ~~provider~~ceilings ofand ~~Photon~~other ~~Engines~~unique applications, ~~and~~to ~~leading-edge~~harvest ~~energy~~active ~~conditioning~~ and ~~storage~~ambient ~~systems,~~light and generate energy. flooid/Quantum’s isPhoton ~~setting~~Engines ~~new~~or ~~standards~~Magnetic inPropulsion ~~energy~~Units ~~efficiency~~require ~~and~~minimal ~~sustainability.~~energy ~~flooid/Quantum’s~~to ~~Direct~~store, ~~Energy~~condition, ~~Systems~~and ~~both~~produce ~~conserve~~clean electrical ~~energy~~output. ~~and~~flooid/Quantum’s ~~produce~~technology ~~new~~places ~~available~~the ~~electrical~~Company ~~energy~~at ~~capacity,~~the ~~from~~forefront ~~energy~~of ~~harvesting,~~this ~~conversion~~market ~~and storage~~shift. flooid/Quantum’s ~~mission~~technology ~~also extends~~ to ~~the~~recycle ~~recycling~~ and ~~processing~~process of rare earth ~~materials~~products, including magnets, ~~essential~~has ~~for~~opened ~~use~~additional inavenues ~~nearly~~for ~~every electrical device requiring high-quality magnets and magnetic assemblies~~growth, ~~further~~underscoring ~~bolstering~~ our ~~commitment~~comprehensive approach to ~~innovative~~ energy ~~solutions~~innovation.

~~Market Opportunity~~Products

~~The~~flooid/Quantum’s ~~demand~~proprietary ~~for~~EET ~~sustainable~~technology ~~and efficient energy solutions, and additional electrical capacity~~ is ~~rapidly~~the ~~increasing,~~patent ~~driven~~pending byability ~~population growth, increasing worldwide demand, global efforts~~ to ~~reduce~~transmit ~~carbon~~harvested ~~emissions~~electrical ~~and enhance~~ energy ~~security.~~through ~~The~~the ~~Company’s~~open ~~unique~~channels ~~product~~of ~~offerings,~~any ~~developed~~USB byor ~~noted~~ethernet ~~research~~cable ~~engineer~~from ~~Dennis~~as M.low ~~Danzik,~~as ~~and~~80 ~~his~~Watts ~~technology~~to ~~and~~over ~~product~~several ~~development~~hundred ~~process~~Watts ~~including~~per channel. EET, ~~Photon~~also ~~Lighting~~follows ~~Systems,~~low-voltage ~~and~~protocol ~~photonic~~in ~~and~~many ~~heat harvesting products~~installations, ~~that~~eliminating ~~allow any light fixture~~conduit, ~~furniture, walls, ceilings~~ and ~~other~~also ~~unique~~eliminating ~~applications,~~standardized toelectrical ~~harvest active and ambient light and generate energy~~cable. ~~flooid/Quantum’s~~ ~~Photon~~This ~~Engines~~dramatically orlowers ~~Magnetic~~both ~~Propulsion~~new ~~Units require minimal energy to store, condition,~~ and ~~produce~~remodeling ~~clean~~construction ~~electrical output~~costs. ~~flooid/Quantum’s~~In ~~technology~~many ~~places~~installations, ~~the~~EET ~~Company~~can atcompletely ~~the~~replace ~~forefront~~110-120 ofV ~~this~~outlets ~~market~~and ~~shift.~~related ~~flooid/Quantum’s~~switches, ~~technology~~wire, toconduit, ~~recycle~~ and ~~process~~panel ~~rare earth products~~costs, including ~~magnets,~~AC ~~has~~circuit ~~opened~~breakers ~~additional~~and ~~avenues~~related ~~for~~equipment. ~~growth,~~The ~~underscoring~~technology ~~our~~also ~~comprehensive~~affords ~~approach~~superior toremote ~~energy~~control ~~innovation~~and remote monitoring.

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

~~flooid/Quantum’s~~Photon ~~proprietary~~Lighting ~~EET~~System- ~~technology~~Our isexclusive ~~the~~technology ~~patent~~transforms ~~pending~~existing ~~ability~~and tonew ~~transmit~~lighting ~~harvested~~fixtures ~~electrical~~into energy ~~through~~harvesting ~~the~~power ~~open~~generators ~~channels~~across ofa ~~any~~range ~~USB~~of orlight ~~ethernet~~sources, ~~cable~~ from asLED ~~low~~to assodium 80vapor, ~~Watts~~catering to ~~over~~diverse ~~several~~applications ~~hundred Watts per channel. EET also follows low-voltage protocol~~ in ~~many installations~~industrial, ~~eliminating conduit~~commercial, and ~~also~~residential ~~eliminating standardized electrical cable~~settings. ~~This~~The ~~dramatically~~Photonic ~~lowers~~energy ~~both~~harvesting ~~new~~systems ~~and~~work ~~remodeling~~in ~~construction~~both ~~costs. In many installations~~active, ~~EET can completely replace 110-120 V outlets~~ and ~~related~~ambient ~~switches~~light, ~~wire,~~both ~~conduit,~~indoor and ~~panel costs, including AC circuit breakers and related equipment~~outdoor. ~~The technology also affords superior remote control and remote monitoring.~~

APhotovoltaic ~~series~~Systems- ofThe ~~powerful~~Company’s ~~electrical~~unique ~~accessories~~photovoltaic ~~has~~harvesting ~~emerged~~systems ~~from~~are ~~EET~~significantly ~~technology~~lighter ~~which~~than ~~includes~~today’s aconventional ~~new~~solar ~~series of electrical adapters, and connectors which replace high consumption inversion and conversion electrical devices~~systems. ~~One~~Some ~~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~~Company’s ofphotovoltaic ~~laptops~~systems 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~~offer 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 lowself-~~voltage direct current consumption devices~~cleaning, ~~that currently are overpowered by common 110 to 120 V AC~~ and ~~240-volt~~protective ~~AC power sources~~options.

5Thermal ~~Table~~Energy Harvesting- The Company is leading the application of ~~Contents~~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~~4 ~~Lighting~~Table ~~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.Contents

~~Photovoltaic~~Photon ~~Systems~~Engines- ~~The~~These ~~Company’s~~engines ~~unique~~exemplify ~~photovoltaic~~efficiency, ~~harvesting~~converting ~~systems~~minimal ~~are~~input ~~significantly~~power ~~lighter~~(typically less than ~~today~~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 ~~conventional~~Magnetic ~~solar~~Propulsion ~~systems.~~discoveries ~~Some~~allow a single low speed flywheel to multiply the speed of subsequent flywheels in the ~~Company’s~~engine ~~photovoltaic~~system, and then the alternator systems, ~~also~~which ~~offer~~then ~~self-cleaning~~rotate at high speeds of 500 to over 5,000 rpm. Magnetic Propulsion refers to the magnetic levitation, and ~~protective~~increased ~~options~~speed of each flywheel, with zero contact, permanent magnet drives, that eliminate chains, conventional transmissions, belts, gears and all other physical drive connections.

~~Thermal Energy Harvesting~~Applications- The Company’s isholistic ~~leading~~Direct ~~the~~Energy ~~application~~Systems, ofencompassing ~~thermal~~Photon ~~(heat~~Lighting, ~~and~~Photovoltaic, ~~cold~~Thermal, ~~wasted~~Photon Engines, conditioning and energy) tostorage ~~both~~system ~~heat~~along towith ~~light~~integrated ~~and~~controls, ~~heat~~are todesigned ~~electricity~~for ~~conversion.~~end-to-end ~~Energy~~consumer ~~harvesting~~operation, atadaptable ~~every~~across ~~source~~various isindustrial, ~~sustainable~~commercial, institutional, and ~~profitable.~~residential settings including off-grid applications.

~~Photon~~Rare ~~Engines~~Earth- ~~These~~Our ~~engines~~involvement ~~exemplify~~in ~~efficiency,~~the ~~converting~~rare ~~minimal~~earth ~~input power (typically less than 12 volts DC) into stored mechanical energy~~sector, ~~and~~with ~~then~~operational ~~converts~~recycling ~~that stored energy into conditioned~~ and ~~clean~~processing ~~electrical~~facilities ~~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~~Wyoming, and ~~then the alternator systems~~Missouri, ~~which~~underscores ~~then~~our ~~rotate~~dedication ~~at high speeds of 500~~ to ~~over~~securing ~~5,000~~essential ~~rpm.~~materials ~~Magnetic~~for ~~Propulsion~~our ~~refers~~high-grade tomagnets ~~the magnetic levitation,~~ and ~~increased speed of each flywheel~~assemblies, ~~with~~crucial ~~zero~~for ~~contact,~~a ~~permanent~~wide ~~magnet~~range ~~drives,~~of ~~that eliminate chains, conventional transmissions, belts, gears and all other physical drive connections~~industries.

~~Applications~~Magnets and Magnetic Assemblies- The Company’s ~~holistic~~world-class ~~Direct~~manufacturing ~~Energy~~processes ~~Systems,~~produce ~~encompassing~~high-quality ~~Photon~~magnets ~~Lighting, Photovoltaic, Thermal, Photon Engines, conditioning~~ and ~~energy storage system along with integrated controls~~assemblies, ~~are~~meeting ~~designed~~stringent requirements for ~~end-to-end~~the ~~consumer operation~~electrical, ~~adaptable across various industrial~~aerospace, ~~commercial, institutional,~~ and ~~residential~~medical ~~settings~~industries, ~~including~~among ~~off-grid applications~~others.

~~Rare Earth~~Batteries- ~~Our~~The ~~involvement~~Company’s inIron-Air ~~the~~battery ~~rare~~and ~~earth~~other ~~sector,~~third-party ~~with~~battery ~~operational~~technologies ~~recycling~~offers ~~and~~a ~~processing~~sustainable, ~~facilities in Wyoming~~cost-effective, and ~~Missouri,~~safer ~~underscores~~alternative ~~our dedication~~ to ~~securing~~lithium ~~essential~~batteries, ~~materials~~complemented ~~for~~by our ~~high-grade~~comprehensive ~~magnets~~energy ~~and~~storage ~~assemblies~~systems, ~~crucial~~including ~~for~~charge acontrollers, ~~wide~~inverters, ~~range~~and ofsoftware ~~industries~~monitoring.

~~Magnets~~Marketing 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.Strategies

~~Batteries-~~Our marketing strategy is meticulously designed to position us as leaders in the sustainable energy market, capitalizing on our unique technological innovations, commitment to sustainability, and the urgent global shift towards renewable energy sources, and the impact of escalating energy costs. The Company’s ~~Iron-Air~~Energy ~~battery~~Systems are sold and ~~other~~serviced ~~third-party~~by ~~battery~~Licensed ~~technologies~~Distributors, ~~offers~~under a ~~sustainable~~240-month contract, ~~cost-effective~~and installed, monitored and ~~safer~~serviced ~~alternative~~by Licensed Distributors, with no upfront cost to ~~lithium~~the ~~batteries,~~purchaser. ~~complemented~~This byproven ~~our~~marketing ~~comprehensive~~and ~~energy~~sales ~~storage~~strategy ~~systems,~~sets ~~including~~a ~~charge~~firm ~~controllers,~~platform ~~inverters~~in place for the Company to concentrate on manufacturing capacity and growth through timely supply of Direct Energy Systems, and ~~software~~related ~~monitoring~~components.

~~Marketing~~Technological ~~Strategies~~Superiority and Innovation

~~Our~~Showcase ~~marketing~~Innovations- ~~strategy~~We isplan ~~meticulously designed~~ to ~~position~~highlight usour asproprietary ~~leaders~~technologies' ~~in the sustainable energy market, capitalizing on our~~ unique ~~technological innovations~~benefits, ~~commitment~~in toall sustainability, and the urgent global shift towards renewable energy sources, and the impact of escalating energy costs. The Company’s Energy Systems are sold and serviced by Licensed Distributors, under a 240-month contract, and installed, monitored and serviced by Licensed Distributors, with no upfront cost to the purchaser. This proven marketing ~~and~~materials ~~sales strategy sets a firm platform in place for the Company to concentrate on manufacturing capacity~~ and ~~growth through timely supply of Direct Energy Systems, and related components~~campaigns.

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

~~Showcase~~Sustainability ~~Innovations- We plan to highlight our proprietary technologies' unique benefits, in all marketing materials and campaigns.~~ Credentials

~~Case~~Sustainability ~~Studies and White Papers~~Reporting- ~~Develop~~Regularly ~~and~~publish ~~disseminate~~sustainability ~~case~~reports ~~studies~~detailing ~~and white papers that demonstrate the effectiveness and efficiency of~~ our ~~technologies~~achievements in ~~real-world~~reducing ~~applications,~~carbon ~~reinforcing~~footprints ~~our message with concrete examples~~ and ~~data.~~enhancing ~~Quantum~~energy ~~also has an aggressive internet sales~~efficiency, ~~education~~providing ~~and~~transparency ~~information programs. Quantum also presents sales~~ and ~~educational~~building ~~information~~trust ~~about~~with ~~its~~environmentally ~~Direct~~conscious ~~Energy Systems through news and media relationships, as well as trade and industry shows~~consumers.

6Environmental ~~Table~~Certifications- ofPursue ~~Contents~~and promote environmental certifications for our products and operations, such as Energy Star, LEED, or similar, to validate our commitment to sustainability.

~~Sustainability~~5 ~~Credentials~~Table of Contents

~~Sustainability~~Leveraging ~~Reporting-~~the ~~Regularly~~Growing ~~publish~~Necessity ~~sustainability~~for ~~reports~~Renewable ~~detailing our achievements in reducing carbon footprints and enhancing energy efficiency, providing transparency and building trust with environmentally conscious consumers.~~Energy

~~Environmental~~Market ~~Certifications~~Education- ~~Pursue~~Launch ~~and~~educational ~~promote~~initiatives, ~~environmental~~including ~~certifications~~webinars, ~~for~~workshops, ~~our products~~ and ~~operations~~online content, ~~such~~to asraise ~~Energy~~awareness ~~Star,~~about ~~LEED,~~the orimportance ~~similar,~~of torenewable ~~validate~~energy and how our ~~commitment~~products contribute to environmental sustainability.

~~Leveraging~~Industry Trends and Data- Utilize industry trends and data to underscore the ~~Growing~~growing ~~Necessity~~necessity for ~~Renewable~~renewable ~~Energy~~energy solutions in marketing communications, highlighting the potential energy savings and environmental benefits associated with our products.

~~Market~~Targeted Education- Launch educational initiatives, including webinars, workshops, and online content, to raise awareness about the importance of renewable energy and how our products contribute to environmental sustainability.Marketing

~~Industry~~Digital ~~Trends and Data~~Marketing- ~~Utilize~~Employ ~~industry~~a ~~trends~~robust ~~and~~digital ~~data~~marketing tostrategy, ~~underscore~~including ~~the~~SEO, ~~growing~~content ~~necessity~~marketing, ~~for~~and ~~renewable~~social ~~energy~~media ~~solutions in marketing communications~~campaigns, ~~highlighting~~to ~~the~~reach ~~potential~~a ~~energy~~global ~~savings~~audience and ~~environmental~~engage ~~benefits~~with ~~associated~~potential ~~with~~customers ~~our~~across ~~products~~various online platforms.

~~Targeted~~Trade ~~Marketing~~Shows and Conferences- Participate in key industry trade shows and conferences to showcase our technologies, connect with potential customers, and engage in thought leadership.

~~Digital~~Strategic Marketing- Employ a robust digital marketing strategy, including SEO, content marketing, and social media campaigns, to reach a global audience and engage with potential customers across various online platforms.Partnerships

~~Trade~~Collaborations ~~Shows~~with ~~and~~Industry ~~Conferences~~Leaders- ~~Participate~~Form instrategic ~~key~~partnerships with industry ~~trade~~leaders, ~~shows~~NGOs, and ~~conferences~~governmental bodies to ~~showcase~~co-market our ~~technologies~~solutions, ~~connect~~access ~~with~~new ~~potential customers~~markets, and ~~engage~~benefit infrom ~~thought~~the ~~leadership~~credibility and reach of established entities.

~~Strategic~~Channel Partnerships- Develop channel partnerships with distributors, resellers, and integrators to expand our market reach and provide comprehensive solutions to end-users.

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

~~Channel~~Customer ~~Partnerships~~Success Stories- ~~Develop~~Share ~~channel~~customer ~~partnerships~~success ~~with~~stories ~~distributors,~~through ~~resellers,~~various ~~and~~channels ~~integrators~~ to ~~expand~~illustrate ~~our~~the ~~market~~practical ~~reach~~benefits and ~~provide~~real-world ~~comprehensive~~impact of our solutions, encouraging potential customers to ~~end-users~~envision similar outcomes.

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

~~Customer~~Metrics ~~Success Stories- Share customer success stories through various channels to illustrate the practical benefits~~ and ~~real-world impact of our solutions, encouraging potential customers to envision similar outcomes.~~Evaluation

~~Feedback~~Performance ~~Loops~~Metrics- ~~Implement~~Establish ~~mechanisms~~clear tometrics ~~gather~~for ~~and~~evaluating ~~respond~~the toeffectiveness ~~customer~~of ~~feedback~~marketing strategies, ~~ensuring~~including ~~our~~lead ~~products~~generation, ~~and~~conversion ~~marketing~~rates, ~~strategies~~customer ~~remain~~acquisition ~~aligned~~costs, ~~with~~and ~~market~~return ~~needs~~on ~~and~~marketing ~~preferences~~investment.

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

~~Performance~~INTELLECTUAL ~~Metrics- Establish clear metrics for evaluating the effectiveness of marketing strategies, including lead generation, conversion rates, customer acquisition costs, and return on marketing investment.~~PROPERTY

~~Continuous~~flooid/Quantum ~~Optimization-~~vigorously ~~Regularly~~pursues ~~review~~exclusive licenses and ~~adjust~~intellectual ~~marketing~~property ~~strategies~~protection ~~based~~for onour ~~performance~~innovative ~~data~~technologies, including exclusive licenses and ~~market~~patents ~~feedback~~for Photon Lighting Systems, ~~ensuring~~Photovoltaic ~~agility~~Systems, Photon Engines, as well as energy storage and ~~responsiveness~~distribution tosystems. Flooid/Quantum owns and develops trademarks and copywritten materials that secure our brand identity in the global market. ~~dynamics~~Our commitment to research and development, and legal protection strategies ensures our technological advancements remain proprietary and competitive.

~~7 Table of Contents~~COMPETITION

~~INTELLECTUAL~~flooidCX ~~PROPERTY~~operates in the highly dynamic and competitive sustainable energy market, distinguished by rapid technological advancements and a diverse range of participants. Our competitive edge is rooted in our proprietary technologies, environmental commitment, and the scalability of our solutions.

~~flooid/Quantum~~6 ~~vigorously~~Table ~~pursues~~of exclusive licenses and intellectual property protection for our innovative technologies, including exclusive licenses and patents for Photon Lighting Systems, Photovoltaic Systems, Photon Engines, as well as energy storage and distribution systems. Flooid/Quantum owns and develops trademarks and copywritten materials that secure our brand identity in the global market. Our commitment to research and development, and legal protection strategies ensures our technological advancements remain proprietary and competitive.Contents

~~COMPETITION~~Innovative Technologies- flooid/Quantum’s standout offerings, such as the Photon Lighting Systems and Photon Engines, developed by noted research and development engineer, Dennis M. Danzik, and his team of skilled and seasoned researchers, industrial design experts, engineers, machinists and fabricators showcase flooid/Quantum technological leadership. These systems not only exemplify energy efficiency but also align with global sustainability goals, setting us apart in the marketplace.

~~flooidCX~~Sustainability ~~operates~~Commitment- inThe ~~the~~Company ~~highly~~prioritizes ~~dynamic~~eco-friendly ~~and~~practices ~~competitive~~across ~~sustainable~~all ~~energy market~~operations, ~~distinguished~~from byrare ~~rapid~~earth ~~technological~~mining ~~advancements~~to ~~and~~the adevelopment ~~diverse range~~ of ~~participants.~~our ~~Our~~recyclable ~~competitive~~Quantum ~~edge~~SAFE isIron-Air ~~rooted~~battery intechnology. ~~our~~This ~~proprietary~~commitment ~~technologies,~~to ~~environmental~~sustainability ~~commitment,~~underscores ~~and~~our ~~the~~dedication ~~scalability~~to ofadvancing ~~our~~green energy solutions.

~~Innovative~~Scalability ~~Technologies~~and Versatility- flooid/Quantum’s ~~standout~~products ~~offerings,~~are ~~such~~designed asfor ~~the~~wide-ranging ~~Photon Lighting Systems and Photon Engines~~applications, ~~developed~~from ~~by noted research and development engineer, Dennis M. Danzik, and his team of skilled and seasoned researchers,~~ industrial ~~design~~to ~~experts,~~residential ~~engineers~~settings, ~~machinists~~ensuring ~~and~~adaptability ~~fabricators~~to ~~showcase~~various ~~flooid/Quantum~~consumer ~~technological leadership~~needs. ~~These~~This ~~systems~~flexibility ~~not~~enhances ~~only~~our ~~exemplify~~market ~~energy~~reach ~~efficiency~~and ~~but~~consumer ~~also align with global sustainability goals~~empowerment, ~~setting~~driving usthe ~~apart~~adoption inof ~~the~~renewable ~~marketplace~~energy.

~~Sustainability~~Strategic ~~Commitment~~Partnerships- ~~The~~By ~~Company~~forging ~~prioritizes~~strategic ~~eco-friendly~~alliances ~~practices~~and ~~across~~engaging ~~all~~in ~~operations~~collaborative innovation, ~~from~~we ~~rare~~strengthen ~~earth~~our ~~mining~~market toposition ~~the~~and ~~development~~accelerate oftechnology ~~our~~adoption. ~~recyclable~~These ~~Quantum~~partnerships ~~SAFE~~support ~~Iron-Air~~our ~~battery~~mission ~~technology. This commitment~~ to ~~sustainability~~lead ~~underscores~~the ~~our~~transition ~~dedication~~ to ~~advancing~~renewable ~~green~~ energy ~~solutions~~and amplify our impact.

~~Scalability~~Navigating ~~and~~Market ~~Versatility~~Challenges- flooid/Quantum ~~products~~is ~~are~~proactive ~~designed~~in ~~for~~addressing ~~wide-ranging~~the ~~applications,~~competitive ~~from~~challenges ~~industrial~~of topricing ~~residential~~pressures ~~settings,~~and ~~ensuring~~technological ~~adaptability~~evolution. toOur ~~various~~commitment ~~consumer~~to ~~needs.~~continuous ~~This~~improvement, ~~flexibility~~customer ~~enhances~~satisfaction, ~~our~~and ~~market~~environmental ~~reach~~stewardship ~~and~~guides ~~consumer~~our ~~empowerment,~~path ~~driving~~forward in the ~~adoption~~sustainable ~~of renewable~~ energy sector.

~~Strategic~~ITEM ~~Partnerships- By forging strategic alliances and engaging in collaborative innovation, we strengthen our market position and accelerate technology adoption~~1A. ~~These~~RISK ~~partnerships support our mission to lead the transition to renewable energy and amplify our impact~~FACTORS.

~~Navigating~~This ~~Market~~item ~~Challenges- flooid/Quantum~~ is ~~proactive~~not inapplicable ~~addressing~~as the ~~competitive~~Company ~~challenges~~is ofa ~~pricing~~smaller ~~pressures~~reporting ~~and technological evolution. Our commitment to continuous improvement, customer satisfaction, and environmental stewardship guides our path forward in the sustainable energy sector.~~ company

ITEM 1A1B. ~~RISK~~UNRESOLVED ~~FACTORS~~STAFF COMMENTS.

~~This~~As ~~item~~of isthe date of this report, we do not ~~applicable~~have asany ~~the~~unresolved ~~Company~~staff iscomments afrom ~~smaller~~the ~~reporting~~Securities ~~company~~and Exchange Commission.

ITEM 1B1C. ~~UNRESOLVED STAFF COMMENTS.~~CYBERSECURITY

AsRisk ofmanagement ~~the date of this report, we do not have any unresolved staff comments from the Securities~~ and ~~Exchange Commission.~~strategy

~~ITEM~~Management 1Cof material risks from cybersecurity threats is integrated into the Company’s overall risk management processes and is monitored as an enterprise risk. ~~CYBERSECURITY~~To that extent, the Company has not currently engaged with a third-party service provider for the purpose of managing its ongoing cybersecurity risk. Furthermore, the Company is currently putting processes in place in order to oversee and identify risks from cybersecurity threats associated with The Company employs a full time, degreed internet and technologies engineer, Matthew Bellestri, as its Director of Internet and Security Services. The Company entered into a three (3) year employment agreement with Mr. Bellestri as of February 1, 2025. Mr. Bellestri has also been nominated to serve on the Company’s Executive Committee that reports to the Company Board of Directors.

~~Risk~~The ~~management~~Company ~~and~~is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Management of material risks from cybersecurity threats is integrated into the Company’s overall risk management processes and is monitored as an enterprise risk. To that extent, the Company has not currently engaged with a third-party service provider for the purpose of managing its ongoing cybersecurity risk. Furthermore, the Company is currently putting processes in place in order to oversee and identify risks from cybersecurity threats associated with The Company employs a full time, degreed internet and technologies engineer, Matthew Bellestri, as its Director of Internet and Security Services. The Company entered into a three (3) year employment agreement with Mr. Bellestri as of February 1, 2025. Mr. Bellestri has also been nominated to serve on the Company’s Executive Committee that reports to the Company board of directors.Governance

The ~~Company~~Board isof ~~not~~Directors ~~aware~~now ofhas ~~any~~formal oversight of risks from cybersecurity threats. At the end of 2024, ~~including~~it is important to note that, as adiscussed ~~result~~in ofPart ~~any~~III ~~previous~~of ~~cybersecurity~~this ~~incidents~~filing, ~~that~~our ~~have~~Board ~~materially~~of ~~affected~~Directors orwas ~~are~~comprised ~~reasonably~~solely ~~likely~~of toMessrs. ~~materially~~Danzik, ~~affect~~Kitchen ~~our~~and ~~business~~Westbrook. ~~strategy~~As such, ~~results~~pursuant ofto ~~operations~~the information provided below, orall ~~financial~~risks ~~condition~~from cybersecurity threats our immediately shared with the Board of Directors.

87 Table of Contents

Governance

The board of directors now has formal oversight of risks from cybersecurity threats. At the end of 2023, it is important to note that, as discussed in Part III of this filing, our board of directors was comprised solely of Messrs. Danzik, Kitchen and Westbrook. As such, pursuant to the information provided below, all risks from cybersecurity threats our immediately shared with the board of directors.

From the last quarter of 2023 through the date of this Report, the Company’s President, Dennis Danzik, is responsible for managing the Company’s cybersecurity risk. Mr. Danzik has served as the Company’s President since 2022. His business experience includes industrial engineering, program development and technical management. Until the beginning of 2025, flooid/Quantum was a small company with a limited number of employees and any cybersecurity threat or incident, of which there were none, were immediately brought to the attention of Mr. Danzik. Further, as noted above, Mr. Danzik would immediately inform his fellow board members, including Messrs. Kitchen and Mr. Westbrook.

ITEM 2. PROPERTIES.

The Company is in the process of transferring title, now expected to be delivered in ~~June~~November of 2025, for a 168-acre laboratory, magnetics recycling and processing facility, including a laboratory, at 225 Lane 13, Powell, Wyoming.

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

ITEM 3. LEGAL PROCEEDINGS.

As of the date of this Report, ~~management~~the Company has begun the process of starting arbitration in a matter involving its former auditors over what the Company believes is overbilling. The Company dispute involves approximately $58,000.00 claimed due by the former auditor. At this time the Company’s claims have not yet fully been made but are significantly more than the single claim of the opposing party. Management is not aware of any other legal proceedings contemplated by any government authority or any other party involving us or our properties. As of the date of this Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

98 Table of Contents

PART II

Market Information

On March 4, 2015, our shares were listed for trading on the OTC Electronic Bulletin Board (OTCBB) under the symbol “BXRO”. Our trading symbol was changed to “GRPV” on February 1, 2017 and then to “FLCX” on March 15, 2019. The market for our common stock is ~~limited~~on ~~and~~the ~~can~~Expert beMarket, ~~volatile.~~is limited.

Holders

As of December 31, ~~2023~~2024, an aggregate of 49,166,697 shares of common stock were issued and outstanding and were owned by approximately 210 holders of record based on information provided by our transfer agent.

Dividends

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

10Securities ~~Table~~Authorized offor ~~Contents~~Issuance Under Equity Compensation Plans

~~Securities~~As ~~Authorized~~of the end of the most recently completed fiscal year, there were no securities authorized for ~~Issuance~~issuance ~~Under~~under ~~Equity~~equity ~~Compensation~~compensation ~~Plans~~plans.

AsTransfer ofAgent ~~the~~and ~~end of the most recently completed fiscal year, there were no securities authorized for issuance under equity compensation plans.~~ Registrar

~~Transfer~~Our ~~Agent~~transfer agent and ~~Registrar~~registrar is VStock Transfer located at 18 Lafayette Place, Woodmere, New York 11598.

~~Our~~Issuer ~~transfer~~Purchases ~~agent~~of ~~and registrar is VStock Transfer located at 18 Lafayette Place, Woodmere, New York 11598.~~Securities

~~Issuer Purchases of Securities~~None.

~~None~~ITEM 6. SELECTED FINANCIAL DATA.

~~ITEM~~Not 6applicable. ~~SELECTED FINANCIAL DATA.~~

~~Not~~9 ~~applicable.~~ Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Overview

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

~~Years~~For the Year Ended December 31, ~~2023~~2024 and ~~Ten~~December ~~Months~~31, ~~Ended 2022~~2023

Our financial results for the ~~years~~year ended December 31, ~~2023~~2024 and ~~ten~~2023 ~~months ended December 31, 2022~~ are summarized as follows:

	For the Year Ended December 31,2023			For the Ten Months Ended December 31,2022
	For the Year ended December 31,
Revenue	$	6,500,000		$	-
	2024			2023
Operating Expenses
Revenue	$	8,000,000		$	6,500,000
General and Administrative		484,429			33,506
Operating expenses
Total Operating Expenses		484,429			33,506
General and administrative		3,896,744			484,429
Operating Income (Loss)		6,015,571			(33,506	)
Research and development		2,320302			-
Other Income (Expense)		(5,221,894	)		193,701
Depreciation expense		390,667			-
Net Income from Continuing Operations		793,677			160,195
Total operating expenses		6,607,713			484,429
Net Loss from Discontinued Operations		-			(173,201	)
Operating income (loss)		1,392,287			6,015,571
Net Income (Loss)	$	793,677		$	(13,006	)
Other income (expenses)		387,696			(5,221,894	)
Net income (loss)	$	1,779,983		$	793,677

~~11 Table of Contents~~Revenue

Revenue

	For the Year ended December 31,
	2024		2023

Revenue	$	8,000,000	$	6,500,000

		For the YearEnded December 31,2023				For the TenMonths Ended December 31,2022
Revenue		$	6,500,000			$	-

We generated revenues of $8.0 million and $6.5 million for the year ended December 31, 2024 and 2023, respectively.

WeDuring ~~generated~~the ~~revenues~~year ofended $6December 31,~~500~~ 2024,~~000~~ flooid/Quantum sold ten Licensed Distributorships, exclusive and non-exclusive, totaling $8.0 ~~for~~million. During the ~~years~~year ended December 31, 2023, flooid/Quantum sold five Licensed Distributorships, exclusive and ~~2022~~non-exclusive, ~~respectively~~totaling $6.5 million.

~~During~~10 ~~the~~Table ~~fourth quarter~~ of 2023, flooid/Quantum sold both exclusive and non-exclusive Licensed Distributorships, including exclusive Licensed Distributorships in Eastern Canada, to Canadian Energy Partners, Ltd; in the State of Washington, to Aesir Energy, LLC; and in Oklahoma, to BD Energy Partners, Inc. The licensed Distributorships were sold for $1.5 million each. The Company also entered into non-exclusive licensed distributorship agreements with Inductance Energy and Viridis Energy, Inc. for $1.5 million and $500,000, respectively. Contents

General and Administrative

	For the YearEnded December 31,2023		For the TenMonths Ended December 31,2022
	For the Year ended December 31,
General and Administrative	$	484,429	$	33,506
	2024		2023
General and administrative
Advertising	$	1,919,943	$	153,423
Professional fees		389,001		322,535
Provision for doubtful accounts		342,535		-
Facilities and operations		211,500		-
Wages and employee expenses		619,153		-
Office expense		26,076		4,326
Insurance		136,861		-
Travel, meals and entertainment		209,628		-
Other		42,047		4,145
Total general and administrative	$	3,896,744	$	484,429

During the year ended December 31, ~~2023~~2024, we incurred general and administrative expense in the amount of approximately ~~484~~$3,897,000 compared to approximately $34484,000 for the ~~ten~~year ~~months~~ ended December 31, ~~2022~~2023, an increase of approximately $~~450~~3,413,000. ~~During~~The increases during the year ended December 31, ~~2023,~~2024 ~~professional~~as ~~fees~~compared ~~increased~~to bythe comparable prior period were due to increases in advertising expense of approximately $~~147~~1,767,000, ~~advertising~~wages ~~expense~~and ~~increased~~employee byexpenses of approximately $~~152~~619,000, ~~accounting~~provision ~~fees~~for ~~increased~~doubtful byof accounts of approximately $73343,000, ~~legal~~facilities ~~fees~~and ~~increased~~operations byof approximately $75212,000, travel, meals and entertainment of approximately $210,000, insurance expense of approximately $137,000, professional fees of approximately $66,000, office expense ~~increased~~of byapproximately $22,000 and other expense of approximately $337,000. ~~The~~ These increases were ~~primarily~~driven ~~due~~by toa ~~the~~ramp ~~increased~~up ~~business~~in operations ~~and~~during ~~terminated~~the ~~merger~~year ~~activity~~ended December 31, 2024 to prepare for installations of the Company’s products.

~~Other~~Research ~~(Expense)~~and ~~Income~~ Development

	For the YearEndedDecember 31,2023			For the TenMonths Ended December 31,2022
	For the Year ended December 31,
Other (Expense) Income	$	(5,221,894	)	$	193,701
	2024			2023
Research and development	$	2,320,302		$	-

~~Other~~Research ~~expense~~and development was approximately $52,~~222~~320,000 for the year ended December 31, ~~2023~~2024, compared to ~~other income of approximately~~ $~~194,000~~0 for the ~~ten~~year ~~months~~ ended December 31, ~~2022, an increase of approximately $5,416,000~~2023. The increase ~~in other expense~~ was ~~primarily~~ driven by athe ~~loss~~Company’s onramp-up ~~debt~~in ~~settlement~~operations ofduring ~~approximately~~the ~~$5,094,000.~~current period.

12Depreciation ~~Table of Contents~~Expense

Discontinued Operations

	For the Year ended December 31,
	2024		2023

Depreciation expense	$	390,667	$	-

		For the YearEndedDecember 31,2023				For the TenMonths Ended December 31,2022
Discontinued Operations		$	-			$	(173,201	)

Depreciation expense was approximately $391,000 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023. The increase was driven by the Company’s purchase and the placing in service of approximately $4.7 million of various equipment, furniture and fixtures, vehicles and trailers and computers during the second quarter of 2024.

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

LIQUIDITY AND CAPITAL RESOURCES

	For the Year ended December 31,
	2024		2023

Other (expense) income	$	387,696	$	(5,221,894	)

~~The~~Other ~~Company’s~~expense ~~ability~~was toapproximately ~~generate~~$388,000 ~~and~~for ~~obtain~~the ~~adequate~~year ~~amounts~~ended ofDecember ~~capital~~31, 2024, compared to ~~meet~~other ~~its~~income ~~manufacturing,~~of ~~installation~~approximately $5,221,000 ~~and~~for ~~overhead~~the isyear ~~accomplished~~ended ~~through~~December ~~the~~31, ~~sales~~2023, an increase of ~~licenses~~approximately to$5,378,000. ~~entities~~The ~~that~~increase ~~install~~in ~~and~~other ~~service~~expense ~~its~~was ~~technologies~~primarily ~~and~~driven ~~Direct~~by ~~Energy~~a ~~Systems~~loss on debt settlement of approximately $5,094,000 incurred during the year ended December 31, 2023.

~~The~~11 ~~Company’s~~Table 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.Contents

~~Through~~LIQUIDITY ~~our~~AND ~~2025~~CAPITAL 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. RESOURCES

~~Beginning in March of 2025, the Company began Direct Energy System installations in Arizona and Texas.~~ The Company’s ~~installation~~ability ~~work~~to isgenerate ~~funded primarily through customer sales,~~ and ~~independent~~obtain ~~investment~~adequate inamounts ~~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~~capital to bemeet ~~collected~~its ~~from the customer. The actual work~~manufacturing, ~~known as the~~ installation ~~fee~~, and ~~the~~overhead ~~monthly~~is ~~equipment~~accomplished ~~fee~~through ~~for~~ the ~~Direct~~sales ~~Energy System installed. As~~ of ~~March~~licenses ofto ~~2025,~~entities ~~the~~that ~~Company~~install ~~had contracted or recorded as a 2025 work, or pending contracts, approximately $68 million~~ and ~~installation~~service ~~fees,~~its ~~and~~technologies ~~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~~Systems.

The Company’s capital ~~demands~~resource ~~are~~plan ~~based~~is managed through two distinct pathways. The first being the Company’s general operating overhead, including its administrative, accounting, sales, and ~~regulated~~other bygeneral expenses which are covered through the sales of the Company’s bytechnology ~~limiting~~licenses, ~~installations~~and torelated ~~fully~~fees ~~funded~~to ~~customer~~its ~~projects~~licensed distributors. IfThe ~~funding~~second is ~~not~~the ~~obtained~~funding ~~for~~of ana customer’s specific installation ~~project,~~of ~~then~~a noDirect ~~capital~~Energy isSystem. ~~spent~~The onfunding ~~that~~of ~~project~~any inenergy ~~regards~~system toinstalled ~~design,~~by ~~engineering,~~the ~~permitting,~~Company oris ~~manufacturing~~completed independently as a stand-alone financing function. ~~This~~Direct ~~greatly~~Energy ~~regulates~~System ~~and~~installations ~~limits~~are ~~the~~funded ~~possibility~~either ofthrough its customers or through a ~~large~~separate ~~demand~~investment ~~being~~made ~~put~~by oninvestors ~~company~~that ~~cash~~are ~~resources~~interested in the various benefits of investing in a specific customer’s installation.

13Through ~~Table~~our 2025 fiscal year the Company has maintained steady sales of ~~Contents~~its licenses, and has generated fees to cover its capital needs to date. The Company currently generates approximately $2 to $2.5 million per month on average on the sales of its licenses, and related fees.

~~The~~Beginning in March of 2025, the Company ~~projects~~began ~~that~~Direct itEnergy ~~will~~System ~~increase~~installations ~~its~~in ~~potential~~Arizona, ~~installation~~Texas, ~~fees~~Nevada ~~during~~and ~~its~~Wyoming. ~~2025~~The ~~fiscal~~Company’s ~~year~~installation towork ~~more~~is ~~than~~funded ~~$150~~primarily ~~million~~through customer sales, and ~~that~~independent ~~potential~~investment ~~recurring~~in ~~revenue~~equipment ~~contracts~~at ~~will~~the ~~exceed~~customer’s ~~$100 million~~location. ~~This~~All ~~would~~customers ~~require~~currently ~~the~~are ~~Company~~required to ~~fund~~sign ~~through~~a ~~customer~~240-month orlong-term ~~investment~~equipment ~~approximately~~sale ~~$35~~or ~~million~~lease ~~during~~agreement with the ~~2025~~Company. ~~fiscal~~Installation ~~year,~~funding ~~that~~covers ~~would~~two segments of revenue to be ~~used~~collected ~~for~~from ~~manufacturing~~the customer. The actual work, known as the installation fee, and ~~product~~the ~~placement~~monthly toequipment ~~fulfill~~fee for the ~~potential~~Direct ~~contracts~~Energy System installed. ~~The~~As ~~Company~~of ~~manufactures~~October ~~photonic,~~of ~~photovoltaic~~2025, ~~Hydro,~~the ~~and~~Company ahad ~~wide~~contracted ~~variety~~or ofrecorded ~~other~~as 2025 ~~equipment~~work, ~~assemblies,~~or ~~computers,~~pending ~~software~~contracts, approximately $172 million and ~~parts~~installation ~~that~~fees, ~~make~~and upapproximately a$56 ~~Direct~~million ~~Energy~~in ~~System~~recurring revenue. ~~The~~Individual ~~ability~~Direct ~~for~~Energy ~~the~~System ~~Company~~sales toagreements ~~produce~~can ~~the~~vary ~~products~~ and ~~provide~~not all of the ~~necessary~~pending ~~labor~~or torecurring ~~install~~revenue ~~this~~agreements ~~potential~~will ~~contract~~be ~~work~~approved. isMonthly ~~solely~~recurring ~~based~~revenue onduring the ~~ability~~240-month ofcontract ~~our~~is ~~customers,~~collectible orafter ~~investors,~~the toinstallation ~~provide~~is completed and the ~~capital~~Direct ~~necessary~~Energy toSystem ~~complete~~is ~~the~~commissioned ~~work~~and operable.

AtCompany ~~the~~capital ~~present~~demands ~~time~~are based and regulated by the Company’s ~~liquidity~~by islimiting ~~limited.~~installations ~~The~~to ~~Company~~fully ~~anticipates~~funded ~~that~~customer ~~its~~projects. ~~available~~If ~~cash~~funding ~~will~~is ~~increase~~not ~~during~~obtained ~~the~~for ~~2025~~an ~~fiscal~~installation ~~year~~project, sothen ~~long~~no ascapital ~~customer~~is ~~and~~spent ~~investor~~on ~~capital~~that isproject ~~made~~in ~~available~~regards to design, engineering, permitting, or manufacturing. This greatly regulates and limits the ~~Company~~possibility of a large demand being put on company cash resources.

The Company ~~has~~projects ~~limited~~that ~~ability,~~it orwill ~~plans~~increase its potential installation fees during its 2025 fiscal year to ~~offer~~more ~~equity~~than $150 million, orand tothat ~~take~~potential onrecurring ~~additional~~revenue ~~debt~~contracts towill ~~finance~~exceed ~~customer~~$100 ~~installations~~million. AtThis would require the ~~time~~Company ofto ~~this~~fund ~~filing~~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 ~~feels~~manufactures photonic, photovoltaic, Hydro, and a wide variety of other equipment, assemblies, computers, software, and parts that ~~its~~make ~~current~~up a Direct Energy System. The ability for the Company to ~~obtain~~produce ~~customer~~the products and ~~investor~~provide ~~capital~~the ~~for~~necessary labor to install this potential contract work is solely based on the ~~installation~~ability of ~~its~~our ~~systems~~customers, isor ~~adequate~~investors, to ~~meet~~provide ~~demand~~the capital necessary to complete the work.

~~The~~At ~~Company~~the ispresent ~~engaged~~time in the ~~electrical~~Company’s ~~energy~~liquidity ~~industry,~~is ~~a capital-intensive manufacturing, and service business~~limited. The Company ~~has~~anticipates ~~developed~~that ~~and~~its ~~put~~available incash ~~place~~will aincrease ~~system~~during ~~where~~ the ~~sale~~2025 offiscal ~~its Direct Energy Systems~~year, ~~and~~so along ~~customer~~as ~~installation is regulated, by having~~ customer orand investor ~~financing~~capital ~~for~~is ~~the~~made ~~customer~~available ~~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~~has ~~that~~limited ~~are~~ability, inor ~~place~~plans ~~for~~to ~~sales~~offer ~~of its energy systems~~equity, asor ~~well~~to astake ~~the~~on ~~costs~~additional ~~associated~~debt ~~with~~to ~~the~~finance ~~installation~~customer ofinstallations. ~~such~~At ~~systems at~~ the ~~customers~~time ~~locations~~of ~~also~~this ~~benefits~~filing, the Company infeels ~~the fact~~ that its ~~costs~~current ~~are~~ability ~~real time, which allows the Company~~ to ~~adjust~~obtain ~~its~~customer ~~sales prices~~ and ~~regulate~~investor ~~installation~~capital ~~costs~~for onthe ~~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~~its ~~project~~systems ~~related~~is ~~costs~~adequate ~~can be adjusted prior~~ to ~~the~~meet ~~customer purchase agreement being executed~~demand.

The ~~cash~~Company is engaged in the electrical energy industry, a capital-intensive manufacturing and ~~cash~~service ~~equivalents~~business. ~~change~~The ~~was~~Company ashas ~~follows:~~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.

	For the YearEndedDecember 31,2023		For the TenMonths Ended December 31,2022
Net Income (Loss)	$	793,677	$	(13,006	)
Net Cash Flows Provided by (Used In) Operating Activities	$	-	$	(84,031	)
Net Cash Flows Provided by (Used In) Investing Activities	$	-	$	-
Net Cash Flows Provided by Financing Activities	$	-	$	83,699
Net Change in Cash	$	-	$	(332	)
Cash and cash equivalents
Beginning of year	$	-	$	332
End of year	$	-	$	-

Table of Contents

14The ~~Table~~Company’s plans that are in place for sales of ~~Contents~~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.

~~Cash~~The ~~Flows~~cash ~~from~~and ~~Operating~~cash ~~Activities~~equivalents change was as follows:

For the year ended December 31, 2023, cash used in operating activities was $0 and primarily consisted of net income of approximately $794,000 and changes in operating assets and liabilities of approximately $6,004,000 primarily offset by a non-cash adjustment for the loss on debt extinguishment of approximately $5,094,000 and approximately loss on foreign currency translation of $116,000.

	For the Year Ended December 31,
	2024			2023
Net cash provided by operating activities	$	1,962,600		$	-
Net cash used in investing activities		(823,000	)		-
Net cash used in financing activities		(1,139,600	)		-
Net increase in cash and cash equivalents	$	-		$	-
Cash and cash equivalents
Beginning of year	$	-		$	-
End of year	$	-		$	-

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

~~Cash~~For ~~Flows~~the ~~from~~year ~~Investing~~ended ~~Activities~~December 31, 2024, cash provided by operating activities was approximately $1,963,000 and primarily consisted of net income of approximately $1,780,000, changes in operating assets and liabilities of approximately $163,000, provision for credit losses of approximately $343,000, depreciation expense of approximately $391,000, a loss on foreign currency translation of approximately $308,000 and gain on sale of equipment of $80,000.

~~During~~For the ~~years~~year ended December 31, 2023, cash used in operating activities was $0 and ~~2022~~primarily consisted of net income of approximately $794,000 ~~the~~and ~~Company~~changes ~~had~~in nooperating ~~cash~~assets ~~flows~~and ~~provided~~liabilities of approximately $6,004,000 primarily offset by ~~(used~~a ~~in)~~non-cash ~~investing~~adjustment ~~activities~~for the loss on debt extinguishment of approximately $5,094,000 and approximately loss on foreign currency translation of $116,000.

Cash Flows from ~~Financing~~Investing Activities

~~Net~~During ~~cash~~the ~~flows~~year ended December 31, 2024, cash used in ~~financing~~investing activities ~~during~~was ~~the~~approximately ~~fiscal~~$0.8 million. During the year ended December 31, ~~2023~~2024, ~~was~~the Company paid approximately $1.0 million for property and equipment. ~~During~~The ~~the~~purchases ~~ten~~consisted ~~months~~of ~~December~~equipment, 31furniture and fixtures, ~~2022~~vehicles and trailers and computers. Additionally, ~~cash~~we ~~provided~~sold byequipment ~~financing~~for ~~activities~~a ~~was~~total ~~approximately~~of $8480,000, ~~which~~during ~~was~~the ~~solely~~current ~~provided~~period byand ~~the~~received ~~issuance~~a refund of ~~debt~~approximately $67,000 for equipment purchases.

~~Working~~During ~~Capital~~the year ended December 31, 2023, the Company had no cash flows provided by (used in) investing activities.

	Year Ended December 31,
	2023		2022
Current Assets	$	6,500,000	$	-
Current Liabilities		4,101,547		3,898,489
Working Capital	$	2,398,453	$	(3,898,489	)

Cash Flows from Financing Activities

~~Working~~During ~~capital~~the ~~increased~~year byended ~~approximately $6.3 million between~~ December 31, ~~2023 and December 31~~2024, ~~2022~~the ~~primarily~~Company ~~due~~paid ~~to increase in accounts receivable of~~ approximately $51.21 million ~~and~~on ~~other receivables of approximately $1.3 offset by an increase in accounts payable and accrued expenses of approximately $300,000 and decrease in~~ notes payable~~, including related parties, of approximately $100,000~~.

15During ~~Table~~the ofyear ~~Contents~~ended December 31, 2023, the Company had no financing activities.

~~CRITICAL~~13 ~~ACCOUNTING~~Table ~~POLICIES~~of ~~AND ESTIMATES~~Contents

~~Revenue~~Working ~~Recognition~~Capital

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

	For the Year ended December 31,
	2024		2023
Current assets	$	12,296,043	$	6,500,000
Current liabilities		4,804,275		4,101,547
Working capital	$	7,491,768	$	2,398,453

~~The~~Working ~~Company~~capital ~~considers~~increased ~~the~~by ~~license~~approximately ~~fees~~$5.1 asmillion ~~earned~~between atDecember a31, ~~point~~2024 and December 31, 2023 primarily due to increases in ~~time~~other receivables of approximately $4.4 million, ~~and~~accounts ~~has~~receivables, nonet ~~further~~of ~~performance~~provision ~~obligations~~of ~~beyond~~approximately ~~approval~~$0.8 million and prepaid expenses of ~~license~~approximately ~~use~~$0.6 million, partially offset by ~~the~~increases ~~distributor,~~in ~~which~~accounts ~~occurs~~payable ~~upon~~and ~~contract~~accrued ~~signature~~liabilities of approximately $0.4 million and current notes payable approximately $0.3 million.

~~Revenue~~CRITICAL ~~Recognition~~ACCOUNTING ~~under~~POLICIES ~~ASC~~AND ~~606 Revenue from Contracts with Customers~~ESTIMATES

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

1.The ~~Identify~~Company had only one revenue stream in 2024 and 2023, which was revenue earned from the ~~contract(s)~~sale ~~with~~of adistributor ~~customer~~licenses. ~~Evidence~~ ofThe distributor license provides a ~~contract~~right ~~generally~~to ~~consists~~use offor the Company’s technology to the distributor through an exclusive or non-exclusive agreement for a ~~signed~~specific territory, dependent on the type of the Licensed Distributorship agreement. ~~issued~~The ~~pursuant~~right to use allows the ~~terms~~distributor ~~and~~to ~~conditions~~install ofthe anCompany’s direct energy systems. The license fee collected from the distributor based on the Licensed Distributorship agreement is considered a one-time fee. This license fee is non-refundable to the distributor.

2.The ~~Identify~~Company considers the ~~performance~~license ~~obligations~~fees inas ~~the~~earned ~~contract. The~~at ~~single~~a ~~performance~~point ~~obligation~~in ~~provides~~time, ~~the~~and ~~distributor~~has ~~with~~no afurther ~~license~~performance ofobligations ~~right~~beyond toapproval ~~use~~of ~~the~~license ~~Company’s~~use ~~technology~~by inthe adistributor, ~~specific~~which ~~territory~~occurs ~~for~~upon acontract ~~license fee~~signature.

3.Revenue ~~Determine~~Recognition ~~the~~under ~~transaction~~ASC ~~price. The~~606 ~~purchase~~Revenue ~~price~~from ~~stated~~Contracts ~~is the fixed price stated in the License Distributor Agreement. The agreements~~ with our customers do not include any form of variable consideration. The licensor and licensee agree that the Licensee may pay the stated fee 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. Customers

4.In ~~Allocate~~applying ~~the~~Accounting ~~transaction~~Standards ~~price~~Codification to(“ASC”) ~~the~~606, ~~performance~~revenue ~~obligations~~is inrecognized ~~the~~by ~~contract. Because~~following ~~there is~~ a ~~single~~five-step ~~performance obligation no allocation is required.~~process:

51. ~~Recognize~~Identify ~~revenue~~the ~~when~~ contract(~~or as~~s) wewith ~~satisfy~~ a ~~performance obligation~~customer. ~~Consideration~~Evidence ~~from~~of ~~the~~a ~~Licensed~~contract ~~Distributorship~~generally ~~agreements~~consists isof ~~recognized at~~ a ~~point~~signed inLicensed ~~time~~Distributorship ~~upon~~agreement ~~delivery~~issued ofpursuant to the ~~license~~terms toand ~~the~~conditions ~~distributor~~of an agreement.

~~The~~2. ~~Company~~Identify ~~excludes from~~ the ~~transaction~~performance ~~price~~obligations ~~all~~in ~~taxes~~the ~~assessed~~contract. The bysingle ~~governmental~~performance ~~authorities~~obligation ~~that~~provides ~~are~~the ~~both~~distributor ~~(i) imposed on and concurrent~~ with a ~~specific~~license ~~revenue-producing~~of ~~transaction~~right ~~and~~to ~~(ii)~~use ~~collected from customers by~~ the ~~distributor.~~Company’s ~~Accordingly,~~technology ~~such~~in ~~tax~~a ~~amounts~~specific ~~are~~territory ~~not~~for ~~included as~~ a ~~component~~license ~~of net sales or cost of sales~~fee.

~~Accounts~~3. ~~Receivable~~Determine the transaction price. The purchase price stated is the fixed price stated in the License Distributor Agreement. The agreements with our customers do not include any form of variable consideration. The licensor and licensee agree that the Licensee may pay the stated fee 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.

~~Accounts~~4. ~~receivables,~~Allocate ~~net of~~ the ~~allowance~~transaction ~~for~~price ~~doubtful~~to ~~accounts,~~the ~~represent~~performance ~~their~~obligations ~~estimated~~in net realizable value, which approximates fair value. Provisions for doubtful accounts are recorded based on current conditions and reasonable and supportable forecasts. Receivables are written off when they are deemed uncollectible. As of December 31, 2023 and 2022, the ~~Company had an accounts receivable balance of $5~~contract.2 Because ~~million~~there ~~and~~is ~~$0,~~a ~~respectively.~~single ~~All~~performance ~~amounts~~obligation ~~were~~no ~~deemed~~allocation ~~collectable~~is ~~as of December 31, 2023~~required.

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

~~During~~The ~~the~~Company ~~year~~excludes ~~ended~~from ~~December~~the ~~31,~~transaction ~~2023,~~price ~~the~~all ~~Company~~taxes ~~began~~assessed ~~and~~by ~~ultimately~~governmental ~~terminated~~authorities athat ~~merger~~are ~~with~~both a(i) ~~third-party~~imposed ~~entity. In~~on ~~connection~~and concurrent with ~~this,~~a ~~certain~~specific ofrevenue-producing ~~the~~transaction ~~Company’s~~and ~~accounts~~(ii) ~~receivable were~~ collected onfrom ~~behalf~~customers ~~of flooidCX~~ by ~~this~~the ~~third-party~~distributor. ~~entity~~Accordingly, insuch ~~the~~tax ~~amount~~amounts ofare ~~approximately~~not ~~$1.3~~included ~~million. The~~as ~~Company~~a ~~has~~component ~~deemed~~of ~~these~~net ~~amounts~~sales ~~imminently~~or ~~collectible~~cost as of ~~December 31, 2023~~sales.

1614 Table of Contents

~~RECENT~~Accounts ~~ACCOUNTING~~Receivable, ~~PRONOUNCEMENTS~~net of provision

InAccounts ~~June 2016~~receivables, net of the ~~FASB~~provision ~~issued~~for ~~ASU~~doubtful ~~2016-13~~accounts, ~~Financial~~represent ~~Instruments~~their -estimated ~~Credit~~net ~~Losses:~~realizable ~~Measurement of Credit Losses on Financial Instruments~~value, which ~~changes~~approximates ~~the~~fair ~~impairment~~value. ~~model~~Provisions for ~~most~~doubtful ~~financial~~accounts ~~assets.~~are ~~The~~recorded ~~update~~based ~~was~~on ~~intended~~historical tocollection ~~improve~~experience, ~~financial~~current ~~reporting~~conditions ~~by requiring more timely recording of credit losses on loans~~ and ~~other~~reasonable ~~financial instruments held by financial institutions~~ and ~~other~~supportable ~~organizations~~forecasts. ~~The~~Receivables ~~underlying~~are ~~premise~~written ofoff ~~the~~when ~~Update~~they isare ~~that~~deemed ~~financial~~uncollectible. ~~assets~~As ~~measured~~of atDecember ~~amortized~~31, ~~cost~~2024 ~~should~~and be2023, ~~presented at~~ the ~~net~~Company ~~amount~~had ~~expected~~accounts toreceivable bebalances ~~collected,~~of ~~through~~$6.3 million anand ~~allowance~~$5.2 million, ~~for~~respectively. ~~credit~~During ~~losses that is deducted from~~ the ~~amortized~~year ~~cost~~ended ~~basis.~~December ~~The~~31, ~~allowance~~2024, ~~for credit losses should reflect management’s current estimate of credit losses that are expected to occur over~~ the ~~remaining~~Company ~~life~~recorded of a ~~financial~~provision ~~asset. The income statement will be affected~~ for ~~the~~doubtful ~~measurement~~accounts of ~~credit~~$342,535, ~~losses~~resulting ~~for~~in ~~newly~~accounts ~~recognized financial assets~~receivable, asnet ~~well~~of asprovision ~~the~~of ~~expected~~approximately ~~increases~~$6.0 oras ~~decreases~~ of ~~expected~~December ~~credit~~31, ~~losses that have taken place during the period~~2024. ~~The~~All ~~Company~~amounts ~~adopted~~were ~~the~~deemed ~~new~~collectable ~~standard~~as onof ~~January~~December 131, 2023. ~~The adoption did not have a material impact on our financial statements.~~

~~Segment~~Other 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 is still assessing the impact of the ASU but does not believe it will have a material impact on its financial statements. Receivables

~~Income~~Other ~~Taxes~~receivables ~~(Topic~~were ~~740):~~$5.7 ~~Improvements~~million toand ~~Income~~$1.3 ~~Tax~~million ~~Disclosures-In~~as of December ~~2023~~31, ~~the~~2024 ~~FASB~~and ~~issued ASU No.~~ 2023~~-09~~, ~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid~~respectively. ~~ASU~~As ~~No.~~of ~~2023-09~~December ~~requires a public business entity (“PBE”) to disclose~~31, ~~on an annual basis~~2024, aother ~~tabular~~receivables ~~rate~~consist ~~reconciliation~~of ~~using~~accounts ~~both~~receivable ~~percentages~~collections ~~and~~through ~~currency~~a ~~amounts,~~third-party ~~broken~~which ~~out~~is ~~into~~due ~~specified categories with certain reconciling items further broken out by nature and jurisdiction~~ to the ~~extent~~Company ~~those~~of ~~items exceed a specified threshold~~$3.2 million Inand ~~addition,~~amounts ~~all~~owed ~~entities~~related ~~are required~~ to ~~disclose~~cash ~~income~~collected ~~taxes~~on ~~paid,~~behalf ~~net~~ of ~~refunds~~the ~~received~~Company ~~disaggregated~~for byfuture ~~federal,~~common ~~state/local,~~stock ~~and~~issuances ~~foreign~~of ~~and~~$2.6 bymillion ~~jurisdiction~~which ~~if the amount~~ is atimminently ~~least~~collectible 5%as of ~~total~~December ~~income tax payments~~31, ~~net of refunds received~~2024. ~~For~~During ~~PBEs,~~ the ~~new~~year ~~standard~~ended ~~is effective for annual periods beginning after~~ December 1531, ~~2024~~2023, ~~with early adoption permitted. An entity may apply~~ the ~~amendments~~Company inbegan ~~this~~and ~~ASU~~ultimately ~~prospectively~~terminated bya ~~providing~~merger ~~the~~with ~~revised~~a ~~disclosures~~third-party ~~for~~entity. ~~the~~In ~~period~~connection ~~ending~~with ~~December~~this ~~31,~~merger ~~2025~~termination, ~~and~~certain ~~continuing~~of ~~to provide~~ the ~~pre-ASU~~Company’s ~~disclosures~~accounts ~~for~~receivable ~~the~~were ~~prior~~collected ~~periods~~on orbehalf ~~may~~of ~~apply~~flooidCX ~~the amendments retrospectively~~ by ~~providing~~ the ~~revised~~third-party ~~disclosures~~entity ~~for~~as ~~all~~of ~~period~~throughout ~~presented.~~the ~~flooidCX~~years ~~Corp~~ended ~~expects~~December ~~this~~31, ~~ASU~~2024 toand ~~only~~2023. ~~impact~~The ~~its~~Company ~~disclosures~~has ~~with~~deemed nothese ~~impact~~amounts toimminently ~~the~~collectible ~~Company’s~~as ~~results~~ of ~~operations,~~December ~~cash flows~~31, ~~and financial condition~~2024.

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

~~ITEM~~In 7AJune 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. ~~QUANTITATIVE~~The ~~AND~~update ~~QUALITATIVE~~was ~~DISCLOSURES~~intended ~~ABOUT~~to ~~MARKET~~improve ~~RISK~~financial reporting by requiring more timely recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The Company adopted the new standard on January 1, 2023. The adoption did not have a material impact on our financial statements.

AsSegment aReporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“~~smaller~~FASB”) ~~reporting~~issued ~~company~~Accounting Standard Update (“ASU”) No. 2023-07, weSegment 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 ~~not~~currently required annually. Additionally, it requires a public entity to ~~provide~~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 ~~information~~ASU retrospectively to all prior periods presented in the financial statements. The Company is still assessing the impact of the ASU but does not believe it will have a material impact on its financial statements.

17Income ~~Table~~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 ~~Contents~~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.

~~ITEM~~Income 8Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ~~FINANCIAL~~The ~~STATEMENTS~~amendments ~~AND~~in ~~SUPPLEMENTARY~~this ~~DATA~~Update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expense to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. Public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is still assessing the new standard but does not believe it will have a material impact on its financial statements.

~~Table~~ITEM of7A. ~~contents~~ QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

		Index
Report of Independent Registered Public Accounting Firm (PCAOB ID: 7158)		F–1
Report of Independent Registered Public Accounting Firm (PCAOB ID: 324)		F–2
Consolidated Balance Sheets		F–3
Consolidated Statements of Operations and Comprehensive Income (Loss)		F–4
Consolidated Statements of Stockholders’ Equity (Deficit)		F–5
Consolidated Statements of Cash Flows		F–6
Notes to the Consolidated Financial Statements		F–7

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

1815 Table of Contents

~~REPORT~~ITEM OF8. ~~INDEPENDENT~~FINANCIAL ~~REGISTERED~~STATEMENTS ~~PUBLIC~~AND ~~ACCOUNTING~~SUPPLEMENTARY ~~FIRM~~DATA.

ToTable ~~the shareholders and the board~~ of ~~directors of flooidCX Corp. dba Quantum Energy Corporation~~contents

Opinion on the Consolidated Financial Statements

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

Consolidated Balance Sheets		F–2

Consolidated Statements of Operations and Comprehensive Income (Loss)		F–3

Consolidated Statements of Stockholders’ Equity (Deficit)		F–4

Consolidated Statements of Cash Flows		F–5

Notes to the Consolidated Financial Statements		F–6

We16 ~~have~~Table ~~audited the accompanying consolidated balance sheet~~ of flooidCX Corp. dba Quantum Energy Corporation and Subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity (deficit), and cash flow for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flow for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States. Contents

~~Substantial~~REPORT ~~Doubt~~OF ~~about~~INDEPENDENT ~~the~~REGISTERED ~~Company’s~~PUBLIC ~~Ability~~ACCOUNTING ~~to Continue as a Going Concern~~FIRM

~~The~~To ~~accompanying consolidated financial statements have been prepared assuming that~~ the ~~Company~~shareholders ~~will~~and ~~continue as a going concern. As discussed in Note 1 to~~ the ~~consolidated~~board ~~financial~~of ~~statements,~~directors ~~the~~of ~~Company’s~~flooidCX ~~significant operating losses raise substantial doubt about its ability to continue as a going concern~~Corp. ~~The~~dba ~~consolidated~~Quantum ~~financial~~Energy ~~statements do not include any adjustments that might result from the outcome of this uncertainty.~~Corporation

~~Basis~~Opinion ~~for~~on ~~Opinion~~the Financial Statements

~~These~~We ~~consolidated~~have ~~financial~~audited ~~statements~~the ~~are~~accompanying ~~the~~balance ~~responsibility~~sheets of ~~the~~flooidCX ~~Company’s management~~Corp. ~~Our~~dba ~~responsibility~~Quantum isEnergy toCorporation ~~express~~and anSubsidiaries ~~opinion on~~ (the “Company’s”) ~~consolidated~~as ~~financial~~of ~~statements~~December ~~based~~31, on2024 ~~our~~and ~~audit.~~2023, Wethe ~~are~~related astatement ~~public~~of ~~accounting~~operations, ~~firm~~stockholders’ ~~registered~~equity ~~with~~(deficit), and cash flows for the ~~Public~~years ~~Company~~then ~~Accounting~~ended, ~~Oversight~~and ~~Board~~the ~~(United~~related ~~States)~~notes (collectively referred to as the “~~PCAOB~~financial statements”). ~~and~~In ~~are~~our ~~required~~opinion, tothe befinancial ~~independent~~statements ~~with~~present ~~respect~~fairly, toin ~~the~~all ~~Company~~material inrespects, ~~accordance~~the ~~with~~financial position of the ~~U.S.~~Company ~~federal~~as ~~securities~~of ~~laws~~December 31, 2024 and 2023, and the ~~applicable~~results ~~rules~~of its operations and ~~regulations~~its ofcash flows for the ~~Securities~~years ~~and~~then ~~Exchange~~ended, ~~Commission~~in ~~and~~conformity with accounting principles generally accepted in the ~~PCAOB~~United States.

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

~~Our~~The ~~audits~~accompanying ~~included performing procedures to assess the risks of material misstatement of the~~ consolidated financial statements, ~~whether~~have ~~due~~been toprepared ~~error~~assuming ~~or fraud, and performing procedures~~ that ~~respond~~the toCompany ~~those~~will ~~risks.~~continue ~~Such~~as ~~procedures included examining, on~~ a ~~test~~going ~~basis,~~concern. ~~evidence~~As ~~regarding~~discussed ~~the~~in ~~amounts~~Note ~~and~~1 ~~disclosures~~to in the consolidated financial statements., ~~Our~~the ~~audits~~Company’s ~~also~~significant ~~included~~operating ~~evaluating~~losses ~~the~~raise ~~accounting~~substantial ~~principles~~doubt ~~used~~about ~~and~~its ~~significant~~ability ~~estimates~~to ~~made~~continue ~~by management,~~ as ~~well~~a asgoing ~~evaluating~~concern. ~~the~~The ~~overall presentation of the~~ consolidated financial statements. Wedo ~~believe~~not ~~that~~include ~~our~~any ~~audits~~adjustments ~~provide~~that amight ~~reasonable~~result ~~basis~~from ~~for~~the ~~our~~outcome ~~opinion~~of this uncertainty.

~~Critical~~Basis ~~Audit~~for ~~Matters~~Opinion

~~Critical~~These ~~audit~~financial ~~matters~~statements are ~~matters~~the ~~arising~~responsibility ~~from~~of the ~~current~~Company’s ~~period~~management. ~~audit~~Our ofresponsibility is to express an opinion on the ~~consolidated~~Company’s financial statements ~~that~~based ~~were~~on ~~communicated~~our oraudits. We are ~~required~~a topublic beaccounting ~~communicated~~firm toregistered with the ~~audit~~Public ~~committee~~Company ~~and~~Accounting ~~that:~~Oversight Board (1United States) ~~relate~~(“PCAOB”) toand ~~accounts~~are orrequired ~~disclosures~~to ~~that~~be ~~are~~independent ~~material~~with respect to the ~~consolidated~~Company ~~financial~~in ~~statements~~accordance with the U.S. federal securities laws and ~~(2)~~the ~~involved~~applicable ~~especially~~rules ~~challenging,~~and ~~subjective,~~regulations orof ~~complex~~the ~~judgments~~Securities and Exchange Commission and the PCAOB.

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

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

~~BCRG~~Critical ~~Group~~Audit ~~(PCAOB ID 7158)~~Matters

WeCritical ~~have~~audit ~~served~~matters asare matters arising from the ~~Company’s~~current ~~auditor~~period ~~since~~audit ~~2025~~of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~Irvine,~~BCRG CAGroup (PCAOB ID 7158)

~~April~~We ~~15,~~have served as the Company’s auditor since 2025.

~~F-1~~Irvine, ~~Table of Contents~~CA

~~REPORT~~October OF30, ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~2025

~~Shareholders’~~F-1 Table of ~~flooidCX Corp.~~Contents

~~flooidCX~~FLOOIDCX ~~Corp~~CORP.

~~Opinion~~Consolidated onBalance ~~the Financial Statements~~Sheets

~~We have audited the accompanying consolidated balance sheet of flooidCX Corp.~~ (~~the~~Expressed "Company") as of December 31, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the ten-month period then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the ten-month period then ended in conformity with accounting principles generally accepted in the United StatesU.S. dollars)

Going Concern

	December 31,
	2024			2023
	(Unaudited)
Current assets
Cash and cash equivalents	$	-		$	-
Accounts receivable, net provision		5,957,465			5,150,070
Prepaid expenses		590,844			-
Other receivables		5,747,734			1,349,930
Total current assets		12,296,043			6,500,000

Cross license		8,500,000			-
Property and equipment, net		4,242,333			-
Total assets	$	25,038,376		$	6,500,000

Current liabilities
Accounts payable and accrued liabilities	$	751,020		$	340,596
Notes payable, current		4,053,255			3,760,951
Total current liabilities	$	4,804,275		$	4,101,547

Non-current liabilities
Notes payable, non-current		1,990,400			-
Total non-current liabilities	$	1,990,400		$	-

Total liabilities		6,794,675			4,101,547

Stockholders' equity
Preferred A Stock, $0.001 Par Value, 1,000,000 Authorized; 0 Issued, and Outstanding as of December 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 December 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 December 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 December 31, 2024 and December 31, 2023.		49,166			49,166
Common stock issuable		5,565,265			-
Additional paid-in capital		67,071,762			58,571,762
Accumulated deficit		(54,443,562	)		(56,223,545	)
Total stockholder's equity		18,243,701			2,398,453
Total liabilities and stockholders' equity	$	25,038,376			6,500,000

(The accompanying ~~financial~~notes ~~statements~~are ~~have~~an ~~been~~integral ~~prepared~~part ~~assuming~~of that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no operating activities andat December 31, 2022, had a total stockholders’ deficit which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these ~~matters~~consolidate ~~are also described in Note 1. The~~ financial statements) ~~do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis~~F-2 ~~for~~Table ~~Opinion~~of Contents

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

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

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

Critical Audit Matters

	For the Year Ended December 31,
	2024		2023

Revenue	$	8,000,000	$	6,500,000

Operating expenses
General and administrative		3,896,744		484,429
Research and development		2,320,302		-
Depreciation expense		390,667		-
Total operating expenses		6,607,713		484,429

Operating income (loss)		1,392,287		6,015,571

Other income (expenses)
Interest expense		-		(11,564	)
Foreign currency exchange gain (loss)		307,696		(115,855	)
Gain on sale of equipment		80,000		-
Loss on debt conversion settlements		-		(5,094,475	)
Total other income (expenses)		387,696		(5,221,894	)

Net income (loss)		1,779,983		793,677

Net income (loss) per share
Basic	$	0.04	$	0.03
Diluted	$	0.03	$	0.03

Weighted average common shares outstanding, basic		49,166,697		26,132,938
Weighted average common shares outstanding, diluted		57,154,204		28,463,938

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

~~/s/~~F-3 ~~Macias~~Table ~~Gini~~of ~~& O’Connell LLP~~Contents

WeFLOOIDCX ~~served as the Company’s auditor from 2022 to 2023~~CORP.

~~Irvine,~~Consolidated CAStatements of Stockholders’ Equity (Deficit)

~~May~~(Expressed 3,in ~~2023~~U.S. dollars)

F-2 Table of Contents

																					Common			Additional					Total Stockholders'
	Preferred A Stock						Preferred B Stock						Preferred C Stock				Common Stock				Stock			Paid-in		Accumulated			Equity
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable			Capital		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	)
Issuance of Preferred Stock for Advance on Cross License		-			-			915,400			915			915,000		915		-		-		-			-		-			1,830
Cancellation of shares		(1,000,000	)		(1,000	)		-			-			-		-		-		-		-			-		-			(1,000	)
Preferred conversion to common stock 30:1		-			-			(760,000	)		(760	)		-		-		22,800,000		22,800		-			-		-			22,040
Common stock issued for deposit on potential merger		-			-			-			-			-		-		22,980,412		22,980		(19,616	)		-		-			3,364
Common stock issued for conversion of debt		-			-			-			-			-		-		1,365,414		1,365		-			5,475,666		-			5,477,031
Net income (loss)		-			-			-			-			-		-		-		-		-			-		793,677			793,677
Balance, December 31, 2023		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	-		$	58,571,762	$	(56,223,545	)	$	2,398,453
Common stock issuable		-			-			-			-			-		-		-		-		5,565,265			-		-			5,565,265
Cross license		-			-			-			-			-		-		-		-		-			8,500,000		-			8,500,000
Net income (loss)		-			-			-			-			-		-		-		-		-			-		1,779,983			1,779,983
Balance, December 31, 2024		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	5,565,265		$	67,071,762	$	(54,443,562	)	$	18,243,701

~~FLOOIDCX~~(The ~~CORP.~~accompanying notes are an integral part of these consolidated financial statements)

~~Consolidated~~F-4 ~~Balance~~Table ~~Sheets~~of Contents

~~(Expressed~~FLOOIDCX ~~in U~~CORP.~~S. dollars)~~

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

Consolidated Statements of Cash Flows

(~~The~~Expressed ~~accompanying~~in ~~notes~~U.S. ~~are an integral part of these consolidate financial statements~~dollars)

F-3 Table of Contents

	For the Year Ended December 31,
	2024			2023
Cash flows from operating activities
Net (loss) income	$	1,779,983		$	793,677
Adjustments to reconcile net loss (income) to net cash provided by operating activities:
Depreciation expense		390,667			-
Gain on sale of equipment		(80,000	)		-
Provision for credit losses		342,535
(Gain) loss on foreign currency re-measurement		(307,696	)		115,855
Loss on debt conversion		-			5,094,475
Increase (decrease) in operating liabilities
Accounts receivable		(1,149,930	)		(5,150,070	)
Prepaid expenses		(590,844	)		-
Other receivables		(4,397,804	)		(1,349,930	)
Accounts payable and accrued liabilities		410,424			495,993
Common stock issuable		5,565,265			-
Net cash provided by operating activities	$	1,962,600		$	-

Cash flows from investing activities
Purchase of equipment		(970,000	)		-
Refund received on equipment purchase		67,000			-
Proceeds from sale of equipment		80,000			-
Net cash used in investing activities	$	(823,000	)	$	-

Cash flows from financing activities
Payments on notes payable		(1,139,600	)		-
Net cash used in financing activities	$	(1,139,600	)	$	-

Net increase in cash and cash equivalents	$	-		$	-

Cash and cash equivalents
Beginning of year	$	-		$	-
End of year	$	-		$	-

Supplemental disclosures of non-cash investing and financing activities:
Property and equipment acquired through the issuance of debt	$	2,368,624		$	-
Recognition of Cross License through issuance of common and preferred stock		8,500,000			-
Conversion of debt through issuance of common stock	$	-		$	334,234
Issuance of Preferred Stock for deposit on potential merger	$	-		$	1,006,720
Issuance of common stock for deposit on potential merger	$	-		$	58,124,277

Supplemental disclosures of cash flow information:
Cash paid for income tax	$	-		$	-
Cash paid for interest	$	-		$	-

~~FLOOIDCX~~(The ~~CORP.~~accompanying notes are an integral part of these consolidated financial statements)

~~Consolidated~~F-5 ~~Statements~~Table of ~~Operations and Comprehensive Income (Loss)~~Contents

~~(Expressed~~FLOOIDCX ~~in U~~CORP.~~S. dollars)~~

	For the Year Ended December 31,2023			For the Ten Months Ended December 31,2022
Revenue	$	6,500,000		$	-
Operating Expenses
General and Administrative		484,429			33,506
Total Operating Expenses		484,429			33,506
Income (Loss) Before Other Expense		6,015,571			(33,506	)
Other Income (Expense)
Loss on Debt Settlement		(5,094,475	)		-
Interest Expense		(11,564	)		(13,756	)
(Loss) Gain on Foreign Currency Exchange		(115,855	)		207,457
Total Other Income (Expenses)		(5,221,894	)		193,701
Net Income from Continuing Operations		793,677			160,195
Net Loss from Discontinued Operations
Operating Loss on Discontinued Operations		-			(173,201	)
Net Loss from Discontinued Operations		-			(173,201	)
Net Income (Loss)		793,677			(13,006	)
Other Comprehensive Income (Loss)
Foreign Currency Translation Loss on Continuing Operations		-			-
Foreign Currency Translation Loss on Discontinued Operations		-			(26,037	)
Comprehensive Income (Loss)	$	793,677		$	(39,043	)
Weighted Average Number of Common Shares -
Basic		26,132,938			2,020,871
Diluted		28,463,938			102,020,871
Net Income (Loss) Per Common Shares - Basic	$	0.03		$	(0.01	)
Income (Loss) from Continuing Operations		0.03			0.08
Loss from Discontinued Operations	$	-		$	(0.09	)
Net Income (Loss) Per Common Shares - Diluted	$	0.03		$	(0.09	)
Income (Loss) from Continuing Operations		0.03			0.00
Loss from Discontinued Operations	$	-		$	(0.09	)

Notes to the Consolidated Financial Statements

~~(The~~Years ~~accompanying~~Ended ~~notes~~December ~~are~~31, an2024 ~~integral~~and ~~part of these consolidated financial statements)~~2023

~~F-4~~(Expressed ~~Table~~in ofU.S. ~~Contents~~Dollars)

~~FLOOIDCX CORP~~1. Nature of Operations and Continuance of Business

~~Consolidated~~flooidCX ~~Statements~~Corp (“flooid”), which is currently in process of ~~Stockholders’~~changing ~~Equity~~its name to Quantum Energy Corporation, and formerly Gripevine, Inc. and Baixo Relocation Services, Inc. (~~Deficit~~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 (~~Expressed~~“MP Special”). As part of the agreement the Company transferred its equity interest in UMB Holdings, Inc.S., ~~dollars~~(“MBE”) to the majority shareholder, and the majority shareholder transferred his equity interest in the Company to MP Special in exchange for $600,000. In addition, as part of the transaction, the parties agreed that certain specified debt would remain or be transferred to flooidCX Corp, and that other specific debt would remain or be transferred to MBE Holdings Inc. Because the Company’s majority shareholder was involved in this transaction, it has been treated as a common control transaction, and therefore, the derecognition of the net liabilities of MB Holdings were accounted for as an equity transaction rather than a gain. After the split-off of MBE, the Company had no operating activities. In March 2023, the Company entered into a merger agreement with Quantum Energy, Inc., which was subsequently terminated in March 2024.

	Series APreferred Stock						Series BPreferred Stock						Series CPreferred Stock				Common Stock				Common			Additional		Accumulated Other						TotalStockholders'
	$0.001 Par						$0.001 Par						$0.001 Par				$0.001 Par				Stock			Paid-in		Comprehensive			Accumulated			Equity
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable			Capital		Income			Deficit			(Deficit)
Balance - March 1, 2022		1,000,000		$	1,000			-		$	-			-	$	-		2,020,871	$	2,021	$	19,616		$	51,875,727		88,895			(57,004,216	)	$	(5,016,957	)
Split-off		-			-			-			-			-		-		-		-		-			1,220,369		(62,858	)		-			1,157,511
Foreign Exchange Translation Loss		-			-			-			-			-		-		-		-		-			-		(26,037	)		-			(26,037	)
Net Loss		-			-			-			-			-		-		-		-		-			-		-			(13,006	)		(13,006	)
Balance - December 31, 2022		1,000,000			1,000			-			-			-		-		2,020,871		2,021		19,616			53,096,096		-			(57,017,222	)		(3,898,489	)
Cancellation of Preferred Stock		(1,000,000	)		(1,000	)		-			-			-		-		-		-		-			-		-			-			(1,000	)
Issuance of Preferred Stock for Advance on Cross License		-			-			915,400			915			915,000		915		-		-		-			-		-			-			1,830
Conversion of Preferred Stock to Common Stock (30:1)		-			-			(760,000	)		(760	)		-		-		22,800,000		22,800		-			-		-			-			22,040
Issuance of Common Stock for Advance on Cross License		-			-			-			-			-		-		22,980,412		22,980		(19,616	)		-		-			-			3,364
Issuance of Common Stock for Settlement of Debt		-			-			-			-			-		-		1,365,414		1,365		-			5,475,666		-			-			5,477,031
Net Income		-			-			-			-			-		-		-		-		-			-		-			793,677			793,677
Balance - December 31, 2023		-		$	-			155,400		$	155			915,000	$	915		49,166,697	$	49,166	$	-		$	58,571,762	$	-		$	(56,223,545	)	$	2,398,453

These 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 December 31, 2024, the Company had cash and cash equivalents of $0 and an accumulated deficit of approximately $54.4 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~(The~~2. ~~accompanying~~Significant ~~notes~~Accounting ~~are an integral part of these consolidated financial statements)~~Policies

~~F-5~~Basis ~~Table~~ of ~~Contents~~Presentation

~~FLOOIDCX~~These ~~CORP~~consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: Resolution 1, Inc., a wholly-owned subsidiary, and MBE Holdings, Inc., an entity that was wholly-owned subsidiary until the date of the split-off (Refer to Note 1). After the split-off MBE Holdings, Inc., was derecognized in the Company’s financial statements, and the activity of MBE Holdings, Inc. after the date of the split-off is not included in the accompanying consolidated financial statements.

~~Consolidated~~The ~~Statements~~Company has evaluated subsequent events through the date of ~~Cash~~the ~~Flows~~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.

~~(Expressed~~All ininter-company ~~U.S.~~balances ~~dollars)~~and transactions have been eliminated.

	For the Year Ended December 31,2023			For the Ten Months Ended December 31, 2022
Cash Flows from Operating Activities
Net Income (Loss)	$	793,677		$	(13,006	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By (Used In) Operating Activities:
Loss on Settlement of Debt		5,094,475			-
Loss (Gain) on Foreign Currency Transactions		115,855			(207,457	)
Changes in Operating Assets and Liabilities:
Accounts Receivable		(5,150,070	)		-
Other Receivables		(1,349,930	)		-
Accounts Payable and Accrued Liabilities		495,993			41,785
Due to Related Parties		-			94,647
Net Cash Flows Provided by (Used In) Operating Activities		-			(84,031	)
Cash Flows from Investing activities
Purchase of Property and Equipment		-			-
Net Cash Flows Provided by (Used In) Investing Activities		-			-
Cash Flows from Financing Activities
Proceeds from Loans Payable		-			83,699
Proceeds from Related Party Loans		-			-
Net Cash Flows Provided by Financing Activities		-			83,699
Net Change in Cash		-			(332	)
Cash - Beginning of Year		-			332
Cash - End of Year	$	-		$	-
Cash Paid During the Year For:
Interest	$	-		$	-
Income Taxes	$	-		$	-
Supplemental disclosures of non-cash investing and financing activities:
Conversion of Debt through Issuance of Common Stock	$	334,234		$	-
Increase in Equity and Decrease in Liabilities Related to Split-Off	$	-		$	1,157,511

F-6

Table of Contents

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

F-The Company recognized revenue of $8.0 million and $6.5 during ~~Table~~the year ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024 and 2023, the Company had one revenue stream engaged, which was revenue earned from the sale of ~~Contents~~distributor licenses. The distributor license provides a right to use for the Company’s technology to the distributor through an exclusive or non-exclusive agreement for a specific territory, dependent on the type of the Licensed Distributorship agreement. The right to use allows the distributor to install the Company’s direct energy systems. The license fee collected from the distributor based on the Licensed Distributorship agreement is considered a one-time fee. This license fee is non-refundable to the distributor. 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.

~~FLOOIDCX~~Revenue ~~CORP.~~Recognition under ASC 606 Revenue from Contracts with Customers

~~Notes~~In toapplying ~~the~~Accounting ~~Consolidated~~Standards ~~Financial~~Codification ~~Statements~~(“ASC”) 606, revenue is recognized by following a five-step process:

~~Years~~1. Identify ~~Ended~~the ~~December~~contract(s) ~~31,~~with ~~2023~~a customer. Evidence of a contract generally consists of a Licensed Distributorship agreement (the agreement) issued pursuant to the terms and ~~2022~~conditions of the agreement.

~~(Expressed~~2. Identify the performance obligations in Uthe contract.S. The ~~Dollars)~~single performance obligation provides the distributor with a right to use license to the Company’s technology in a specific territory for a license fee.

13. ~~Nature~~Determine the transaction price. The purchase price stated is a fixed price stated in the Licensed Distributor Agreement. The agreements with customers do not include any form of ~~Operations~~variable consideration. The licensor and ~~Continuance~~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 ~~Business~~the non-cash consideration at the inception of the agreement.

~~flooidCX~~4. Allocate ~~Corp~~the ~~(“flooid”),~~transaction ~~which~~price ~~is currently in process of changing its name~~ to ~~Quantum Energy Corporation, and formerly Gripevine, Inc. and Baixo Relocation Services, Inc. (~~the ~~“Company”),~~performance ~~was~~obligations ~~incorporated~~ in the ~~state of Nevada on January 7, 2014~~contract. Because ~~Prior~~there tois ~~the~~a ~~split-off~~single ofperformance ~~the~~obligation MBno ~~Holdings,~~allocation ~~Inc.~~is ~~(“MB Holdings”), subsidiary, the Company was in the business of developing and building an online resolution platform~~required.

~~Effective~~5. Recognize ~~June~~revenue ~~27,~~when ~~2022, the Company entered into a split-off agreement with its President and majority shareholder at the time, and MP Special Purpose Corporation~~ (~~“MP~~or ~~Special”~~as)~~. As~~ ~~part~~we ofsatisfy ~~the~~a ~~agreement~~performance ~~the Company transferred its equity interest in MB Holdings, Inc~~obligation., Consideration ~~(“MBE”)~~from to the ~~majority~~Licensed ~~shareholder,~~Distributorship ~~and~~agreements ~~the~~is ~~majority~~recognized ~~shareholder~~at ~~transferred~~a ~~his~~point ~~equity interest~~ in ~~the~~time ~~Company~~upon todelivery ~~MP Special in exchange for $600,000. In addition, as part~~ of the ~~transaction,~~license ~~the parties agreed that certain specified debt would remain or be transferred~~ to ~~flooidCX Corp, and that other specific debt would remain or be transferred to MBE Holdings Inc. Because~~ the Company’s majority shareholder was involved in this transaction, it has been treated as a common control transaction, and therefore, the derecognition of the net liabilities of MB Holdings were accounted for as an equity transaction rather than a gaindistributor. After the split-off of MBE, the Company had no operating activities. In March 2023, the Company entered into a merger agreement with Quantum Energy, Inc., which was subsequently terminated in March 2024.

~~These~~The ~~consolidated~~Company ~~financial~~excludes ~~statements~~from ~~have~~the ~~been~~transaction ~~prepared~~price onall ataxes ~~going~~assessed ~~concern~~by ~~basis,~~governmental ~~which~~authorities ~~implies~~that ~~the~~are ~~Company~~both ~~will~~(i) ~~continue~~imposed toon ~~realize its assets~~ and ~~discharge~~concurrent ~~its~~with ~~liabilities in the normal course of business. The continuation of the Company as~~ a ~~going~~specific ~~concern~~revenue-producing istransaction ~~dependent~~and ~~upon~~(ii) ~~the~~collected ~~continued financial support~~ from ~~its~~customers ~~shareholders,~~by ~~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~~distributor. ~~As of December 31~~Accordingly, ~~2023,~~such ~~the~~tax ~~Company~~amounts ~~had~~are nonot ~~cash~~included ~~or cash equivalents and stockholders’ equity of approximately $6.5 million. These factors raise substantial doubt regarding the Company’s ability to continue~~ as a ~~going~~component ~~concern. These consolidated financial statements do not include any adjustments to the recoverability and classification~~ of ~~recorded~~net ~~asset~~sales ~~amounts~~or ~~and~~cost ~~classification~~ of ~~liabilities that might be necessary should the Company be unable to continue as a going concern~~sales.

2.Accounts ~~Significant~~Receivable, ~~Accounting~~net ~~Policies~~of provision

~~Basis~~Accounts receivables, net of ~~Presentation~~the provision for doubtful accounts, represent their estimated net realizable value, which approximates fair value. Provisions for doubtful accounts are recorded based on historical collection experience, current conditions and reasonable and supportable forecasts. Receivables are written off when they are deemed uncollectible. As of December 31, 2024 and 2023, the Company had accounts receivable balances of $6.3 million and $5.2 million, respectively. During the year ended December 31, 2024, the Company recorded a provision for doubtful accounts of $342,535, resulting in accounts receivable, net of provision of approximately $6.0 as of December 31, 2024. All amounts were deemed collectable as of December 31, 2023.

~~These~~Other consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: Resolution 1, Inc., a wholly-owned subsidiary, and MBE Holdings, Inc., an entity that was wholly-owned subsidiary until the date of the split-off (Refer to Note 1). After the split-off MBE Holdings, Inc., was derecognized in the Company’s financial statements, and the activity of MBE Holdings, Inc. after the date of the split-off is not included in the accompanying consolidated financial statements. Receivables

~~The~~Other ~~Company~~receivables ~~has~~were ~~evaluated~~$5.7 million ~~subsequent~~and ~~events~~$1.3 million ~~through~~as ~~the~~of ~~date~~December 31, 2024 and 2023, respectively. As of ~~the~~December ~~filing~~31, ~~with~~2024, other receivables consist of accounts receivable collections through a third-party which is due to the ~~Securities~~Company of $3.2 million and ~~Exchange~~amounts ~~Commission.~~owed ~~The~~related to cash collected on behalf of the Company isfor ~~not~~future ~~aware~~common stock issuances of ~~any~~$2.6 million ~~other~~which ~~significant~~is ~~events~~imminently ~~that~~collectible ~~occurred~~as ~~subsequent~~of toDecember ~~the~~31, ~~balance~~2024. ~~sheet~~During ~~date~~the ~~but~~year ~~prior~~ended toDecember 31, 2023, the ~~filing~~Company ofbegan ~~this~~and ~~report~~ultimately ~~that~~terminated ~~would~~a ~~have~~merger with a ~~material~~third-party ~~impact~~entity. onIn connection with this merger termination, certain of the Company’s ~~financial~~accounts ~~statements~~receivable were collected on behalf of flooidCX by the third-party entity as of December 31, 2024 and throughout the year ended December 31, 2023. The Company has deemed these amounts imminently collectible as of December 31, 2024.

~~All inter~~F-~~company~~7 ~~balances~~Table ~~and~~of ~~transactions have been eliminated.~~Contents

~~Revenue~~Long-Lived ~~Recognition~~Assets

~~The~~Property ~~Company~~and equipment are recognized ~~$6.5~~in ~~million~~accordance with ASC 360, Property, Plant, and $0Equipment ofand ~~revenue~~intangible ~~during~~assets ~~the~~are ~~years~~recognized ~~ended~~in ~~December~~accordance 31with ASC 350, ~~2023~~Intangibles-Goodwill and ~~2022, respectively~~Other. Management ~~The~~regularly ~~Company~~reviews ~~had~~property ~~only~~and ~~one~~equipment ~~revenue~~and ~~stream~~other inlong-lived ~~2023,~~assets ~~which~~for ~~was~~possible ~~revenue~~impairment. ~~earned~~This ~~from~~review ~~the~~occurs ~~sale~~at ofleast ~~distributor~~annually, ~~licenses.~~or ~~The~~more ~~distributor~~frequently ~~license~~whenever ~~provides~~events aor ~~right~~changes toin ~~use~~circumstances ~~for~~indicate the ~~Company’s~~carrying ~~technology~~amount toof the ~~distributor~~asset ~~through~~may annot ~~exclusive~~be orrecoverable. ~~non-exclusive~~If ~~agreement~~there ~~for~~is aan ~~specific~~indication ~~territory~~of impairment, ~~dependent~~management onthen ~~the~~prepares ~~type~~an estimate of ~~the~~future ~~Licensed~~cash ~~Distributorship~~flows ~~agreement.~~(undiscounted ~~The~~and ~~right~~without interest charges) expected to ~~use~~result ~~allows~~from the ~~distributor~~use toof ~~install~~ the ~~Company’s~~asset ~~direct~~and ~~energy~~its ~~systems~~eventual disposition. ~~The~~If ~~license~~these ~~fee~~cash ~~collected~~flows ~~from~~are less than the ~~distributor~~carrying ~~based~~amount onof the ~~Licensed~~asset, ~~Distributorship~~an ~~agreement~~impairment loss is ~~considered~~recognized ato ~~one-time~~write ~~fee~~down the asset to its estimated fair value. ~~This~~The ~~license~~fair ~~fee~~value is ~~non-refundable~~estimated tousing the ~~distributor.~~present ~~The~~value ~~Company~~of ~~considers~~ the ~~license~~future ~~fees~~cash asflows ~~earned~~discounted at a ~~point~~rate incommensurate ~~time~~with ~~and~~management’s ~~has~~estimates noof ~~further~~the ~~performance~~business ~~obligations~~risks. ~~beyond~~Preparation ~~approval~~ of ~~license~~estimated ~~use~~expected byfuture ~~the~~cash ~~distributor,~~flows ~~which~~is ~~occurs~~inherently ~~upon~~subjective ~~contract~~and ~~signature~~is based on management’s best estimate of assumptions concerning expected future conditions.

~~F-7 Table of Contents~~Reclassification

~~Revenue~~Certain ~~Recognition~~prior ~~under~~period ~~ASC~~amounts ~~606~~have ~~Revenue~~been ~~from~~reclassified ~~Contracts~~to the current period presentation. The Company has netted the line “Deposit on Potential Merger” with ~~Customers~~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.

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

1The preparation of these consolidated financial statements in conformity with U.S. ~~Identify~~generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~contract(s)~~reported ~~with~~amounts aof ~~customer. Evidence~~assets and liabilities and disclosure of acontingent ~~contract~~assets ~~generally~~and ~~consists~~liabilities at the date of athe ~~Licensed~~financial ~~Distributorship~~statements ~~agreement~~and (the ~~agreement)~~reported ~~issued~~amounts ~~pursuant~~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 ~~terms~~circumstances, the results of which form the basis for making judgments about the carrying values of assets and ~~conditions~~liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the ~~agreement~~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.

2.Net ~~Identify~~Income ~~the~~(Loss) ~~performance~~Per ~~obligations in the contract. The single performance obligation provides the distributor with a right to use license to the Company’s technology in a specific territory for a license fee.~~ Share

3.Net ~~Determine~~earnings ~~the~~or ~~transaction~~loss ~~price. The~~per ~~purchase~~share ~~price~~is ~~stated~~computed isby adividing ~~fixed~~net ~~price~~income ~~stated~~or inloss by the ~~Licensed~~weighted-average ~~Distributor~~number ~~Agreement.~~of ~~The~~common ~~agreements~~shares ~~with~~outstanding ~~customers~~during dothe ~~not~~period, ~~include~~excluding ~~any~~shares ~~form~~subject ofto ~~variable~~redemption ~~consideration~~or forfeiture. The ~~licensor~~Company ~~and~~presents ~~licensee~~basic ~~agree~~and ~~that~~diluted ~~the~~net ~~License~~earnings ~~Fee~~or ~~may~~loss beper ~~paid~~share. inDiluted ~~cash,~~net ~~real~~earnings ~~estate,~~ or ~~trade.~~loss ~~When~~per share reflect the ~~license~~weighted ~~fee~~average isof ~~paid~~common byshares ~~non-cash~~issued ~~consideration,~~and ~~the~~outstanding ~~license~~during ~~fee~~the isperiod, ~~measured~~adjusted byfor ~~the~~potentially ~~estimated~~dilutive ~~fair~~securities ~~value~~outstanding. ofPotentially ~~the~~dilutive ~~non-cash~~securities ~~consideration~~are atexcluded from the ~~inception~~computation of the ~~agreement~~diluted net loss per share if their inclusion would be anti-dilutive.

Potentially dilutive shares outstanding for the year ended December 31, 2024 and 2023 consist of approximately 7,988,000 and 4,662,000 common stock equivalents, respectively. ~~Allocate~~The 7,397,000 common stock equivalents for the ~~transaction~~year ~~price~~ended December 31, 2024 relate to the 154,000 preferred ~~performance~~B ~~obligations~~convertible instock ~~the~~at ~~contract.~~their 30:1 conversion ratio resulting in approximately ~~Because~~4,662,000 common ~~there~~stock isequivalents aand ~~single~~stock ~~performance~~payable ~~obligation~~from noshares ~~allocation~~to isbe ~~required~~issued for stock subscriptions of approximately 3,326,000 common stock equivalents.

5.Foreign ~~Recognize~~Currency ~~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.~~Transactions

~~The~~In ~~Company~~addition, ~~excludes~~in ~~from~~accordance ~~the~~with ~~transaction~~ASC ~~price~~830-20, ~~all~~Foreign ~~taxes~~Currency ~~assessed~~Transactions, byany ~~governmental~~monetary ~~authorities~~assets ~~that~~or ~~are~~liabilities ~~both~~of ~~(i)~~the ~~imposed~~Company onthat ~~and~~are ~~concurrent~~denominated ~~with~~in a ~~specific~~foreign ~~revenue-producing~~currency ~~transaction~~are ~~and~~revalued ~~(ii)~~at ~~collected~~the ~~from~~end ~~customers~~of byeach reporting period based on the ~~distributor~~prevailing exchange rate. ~~Accordingly,~~Foreign ~~such~~currency ~~tax~~gains ~~amounts~~and ~~are~~losses ~~not~~on ~~included~~the revaluation are recognized as aother ~~component~~income of(loss). ~~net~~The ~~sales~~Company orholds ~~cost~~notes ofpayable ~~sales.~~denominated in the Canadian Dollar.

~~Accounts~~F-8 ~~Receivable~~Table of Contents

~~Accounts~~General 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~~Administrative and supportable forecasts. Receivables are written off when they are deemed uncollectible. As of December 31, 2023 and 2022, the Company had an accounts receivable balance of $5.2 million and $0, respectively. All amounts were deemed collectable as of December 31, 2023.Expenses

~~Other~~General ~~Receivables~~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.

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

Discontinued Operations

	For the Year ended December 31,
	2024		2023
General and administrative
Advertising	$	1,919,943	$	153,423
Professional fees		389,001		322,535
Provision for doubtful accounts		342,535		-
Facilities and operations		211,500		-
Wages and Employee Expenses		619,153		-
Office expense		26,076		4,326
Travel, meals and entertainment		209,628		-
Insurance		136,861		-
Other		42,047		4,145
Total general and administrative	$	3,896,744	$	484,429

~~The~~New Company identifies discontinued operations in accordance with ASC 205-20, Discontinued Operations. In accordance with the ASC subtopic, a discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Further, a disposal of a component of an entity or a group of components of an entity is reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and ~~financial~~Recently ~~results.~~Adopted Accounting Standards

In ~~accordance~~June ~~with~~2016, ~~ASC~~the ~~No.~~FASB ~~205~~issued ASU 2016-2013, ~~Discontinued~~Financial ~~Operations~~Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for ~~all~~most ~~periods~~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 ~~results~~amortized cost basis. The allowance for credit losses should reflect management’s current estimate of ~~operations~~credit ~~and~~losses ~~related~~that ~~balance~~are ~~sheet~~expected ~~items~~to ~~associated~~occur ~~with~~over the MBremaining ~~Holdings~~life ~~are~~of ~~reported~~a infinancial ~~discontinued~~asset. ~~operations~~The inincome statement will be affected for the ~~accompanying~~measurement ~~consolidated~~of ~~statements~~credit losses for newly recognized financial assets, as well as the expected increases or decreases of ~~operations~~expected credit losses that have taken place during the period. ~~Refer~~ toThe ~~Note~~Company 8adopted ~~for~~the ~~more~~new ~~information~~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 December 31, 2024 and December 31, 2023.

~~Reclassification~~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 has adopted the ASU in this Form 10-K for the period ended December 31, 2024.

~~Certain prior period amounts have been reclassified to the current period presentation. The Company has netted the line “Deposit on Potential Merger” with Additional Paid~~F-In9 ~~Capital~~Table inof ~~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.~~Contents

~~Estimates~~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 ~~Assumptions~~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 ~~preparation~~Company ofhas ~~these~~implemented ~~consolidated~~all ~~financial~~new ~~statements in conformity with U.S. generally accepted~~ accounting ~~principles~~pronouncements ~~requires~~that ~~management~~are toin ~~make~~effect ~~estimates~~ and ~~assumptions~~ that ~~affect~~may ~~the~~impact ~~reported~~its ~~amounts~~consolidated ~~of assets and liabilities and disclosure of contingent assets and liabilities at the date of the~~ financial statements and ~~the~~does ~~reported~~not ~~amounts~~believe ~~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 itthere 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~~any ~~readily apparent from~~ other ~~sources.~~new ~~The~~accounting ~~actual~~pronouncements ~~results~~that ~~experienced~~have bybeen ~~the~~issued ~~Company~~that ~~may~~might ~~differ~~have ~~materially~~a ~~and adversely from the Company’s estimates. To the extent there are~~ material ~~differences~~impact ~~between~~on ~~the~~its ~~estimates~~financial ~~and~~position ~~the~~or ~~actual~~ results, ~~future results~~ of operations ~~will be affected~~.

~~F-8~~3. ~~Table~~Notes ofPayable ~~Contents~~

~~Net~~As ~~Income~~of ~~(Loss)~~December ~~Per~~31, ~~Share~~2024 and 2023, the Company owed a total of approximately $6,044,000 and $3,761,000, respectively, related to various notes payable.

~~Net~~Notes ~~earnings~~Originated orPrior ~~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 December 31, 2023 and 2022 consisted of 2,331,000 and 100,000,000 common stock equivalents, respectively. The 2,331,000 common stock equivalents relate to the 154,000 preferred B convertible stock, which are convertible at a 30 to 1 ratio, and therefore are considered at their converted common stock equivalent. The 100,000,000 common stock equivalents relate to the convertible preferred A shares, which were subsequently cancelled during the year ended December 31, 2023.2024

~~Foreign~~At ~~Currency~~December ~~Transactions~~31, 2024 and 2023, the Company owed approximately $3,453,000 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.

~~The~~Note ~~Company’s~~Originated ~~functional~~During 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.2024

~~The~~During ~~accounts of MBE (discontinued operations) and Resolution 1 are translated to United States dollars using the current rate method. Accordingly~~2024, ~~assets and liabilities are translated into United States dollars at~~ the ~~period-end~~Company ~~exchange~~purchased ~~rate~~various ~~while~~property ~~revenue~~ and ~~expenses~~equipment ~~are~~totaling ~~translated~~$4,700,000. atDuring the year ~~average~~ended ~~exchange~~December ~~rates~~31, ~~during~~2024, the ~~period.~~Company ~~Related~~paid ~~exchange~~approximately ~~gains~~ $2,109,000 and ~~losses~~received ~~are included in~~ a ~~separate~~refund ~~component~~ of ~~stockholders’~~approximately ~~equity~~$67,000. asAs ~~accumulated~~of ~~other~~December ~~comprehensive~~31, ~~income.~~2024, Inthe ~~connection~~remaining ~~with~~balance ~~split-off~~on ~~in June 2022,~~ the ~~Company~~note ~~derecognized~~was ~~the~~$2,590,400. ~~accumulated~~The ~~foreign~~note ~~currency~~requires ~~translation~~minimum ~~gain~~payments of $6250,~~858.~~000 per Inmonth ~~addition, as of~~ through December 31, ~~2022~~2026, ~~the~~at ~~assets~~which ~~and~~time ~~liabilities~~the ofremaining ~~Resolution~~outstanding 1balance ~~were~~is ~~nominal,~~due. ~~and~~The ~~therefore,~~note ~~there~~bears ~~was~~ no ~~accumulated foreign currency translation amount for this entity~~interest.

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 rate4. ~~Foreign~~Property ~~currency gains~~ and ~~losses~~Equipment, ~~on the revaluation are recognized as other income (loss). The Company holds notes payable denominated in the Canadian Dollar.~~Net

~~General~~Property and ~~Administrative~~equipment, ~~Expenses~~net consists of equipment, furniture and fixtures, vehicles and trailers and computers.

~~General~~F-10 ~~and~~Table ~~administrative~~of 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.Contents

~~F-9~~Property ~~Table~~and ofequipment ~~Contents~~was as follows for the periods presented:

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

	Estimated Useful		As of December 31,
Category	Life (Years)		2024			2023

Equipment		10	$	2,879,123		$	-
Furniture and fixtures		5		117,604			-
Vehicles and trailers		7		1,313,848			-
Computers		5		322,425			-
Property and equipment, gross				4,633,000			-
Accumulated depreciation				(390,667	)		-
Property and equipment, net			$	4,242,333		$	-

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

Depreciation expense for the year ended December 31, 2024 and 2023 was approximately $391,000 and $0, respectively. No impairments were recognized during the year ended December 31, 2024 or 2023.

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

InDuring ~~June 2016,~~ the ~~FASB~~year ~~issued~~ended ~~ASU~~December ~~2016-13~~31, ~~Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments~~2024, ~~which changes~~ the ~~impairment~~Company ~~model~~sold ~~for~~fully ~~most~~depreciated ~~financial~~equipment 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$80, ~~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~~000, ~~2023.~~resulting ~~The~~in ~~adoption~~a ~~did~~gain ~~not have an impact on our financial statements as we did not have any accounts receivable as~~ of ~~January 1~~$80, ~~2023~~000.

~~Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No~~5. ~~2023-07,~~Cross 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. However, the adoption of the new standard did not have a material impact on the requisite disclosure in its financial statements.License

~~Income~~During ~~Taxes~~the ~~(Topic~~year ~~740):~~ended ~~Improvements to Income Tax Disclosures-In~~ December ~~2023~~31, ~~the FASB issued ASU No. 2023-09~~2024, ~~Income~~the ~~Taxes~~Company ~~(Topic~~recognized ~~740):~~a ~~Improvements~~cross tolicense ~~Income~~in ~~Tax Disclosures, which focuses on~~ the ~~rate~~amount ~~reconciliation~~of ~~and income taxes paid~~$8.5 ~~ASU No~~million. The ~~2023-09~~license ~~requires~~grants athe ~~public~~Company ~~business~~rights ~~entity (“PBE”)~~ to ~~disclose,~~use oncertain antechnologies ~~annual~~critical ~~basis,~~to athe ~~tabular~~functionality ~~rate~~of ~~reconciliation~~certain ~~using~~of ~~both~~the ~~percentages~~Company’s ~~and~~products. ~~currency~~The ~~amounts,~~license ~~broken~~was ~~out~~acquired ~~into~~in ~~specified~~exchange ~~categories~~for ~~with~~approximately ~~certain~~22,980,000 ~~reconciling~~common ~~items~~shares ~~further broken out by nature~~ and ~~jurisdiction~~915,000 toPreferred ~~the~~B ~~extent~~class ~~those items exceed a specified threshold. In addition~~shares, ~~all~~which ~~entities~~ are ~~required~~convertible to ~~disclose~~30 ~~income~~common ~~taxes~~shares ~~paid,~~per ~~net~~Preferred ofB ~~refunds~~share, ~~received~~or ~~disaggregated~~approximately ~~by federal~~27, ~~state/local~~462,000 ~~and~~common ~~foreign~~shares. The ~~and by jurisdiction if the amount is at least 5% of~~ total ~~income~~common ~~tax~~share ~~payments,~~equivalents ~~net~~ of ~~refunds~~approximately ~~received. For PBEs~~50,442,000 ~~the~~shares ~~new~~at ~~standard~~an isassessed ~~effective~~fair ~~for~~value ~~annual~~of ~~periods beginning after December 15, 2024, with early adoption permitted~~$0.23 Anper ~~entity~~share ~~may~~resulted ~~apply the amendments~~ in ~~this~~consideration ~~ASU~~transferred ~~prospectively~~for ~~by providing~~ the ~~revised~~cross ~~disclosures~~license ~~for~~in the ~~period~~amount ~~ending~~of ~~December~~$11.6 ~~31,~~million. ~~2025,~~The ~~and~~Company ~~continuing~~recorded ~~to provide~~ the ~~pre-ASU~~cross ~~disclosures~~license ~~for~~at ~~the~~lower ~~prior~~of ~~periods or may apply~~ the ~~amendments~~$8.5 ~~retrospectively~~million bycontract ~~providing~~value. ~~the~~The ~~revised~~license ~~disclosures~~has ~~for~~no ~~all~~termination ~~period~~date ~~presented.~~and ~~flooidCX~~is ~~Corp~~critical ~~expects this ASU~~ to ~~only~~certain ~~impact~~of ~~its disclosures with no impact to~~ the Company’s ~~results~~products, ofand ~~operations,~~therefore ~~cash~~is ~~flows,~~considered ~~and~~to ~~financial~~have ~~condition~~an indefinite life.

The ~~Company~~approximate ~~has~~50,442,000 ~~implemented~~common ~~all~~share ~~new~~equivalents ~~accounting~~were ~~pronouncements~~distributed ~~that~~throughout ~~are~~the inyear ~~effect~~ended ~~and~~December ~~that~~31, ~~may~~2023, ~~impact~~in ~~its~~connection ~~consolidated~~with ~~financial~~the ~~statements~~terminated ~~and~~merger. These ~~does~~shares ~~not~~were ~~believe~~then ~~that~~repurposed ~~there~~and ~~are~~used ~~any~~as ~~other~~consideration ~~new~~for ~~accounting~~the ~~pronouncements~~cross ~~that~~license ~~have been issued that might have a material impact on its financial position or results of operations~~purchase.

~~F-10~~6. ~~Table~~Notes ofPayable ~~Contents~~– Related Parties

~~Income~~At ~~Statement—Reporting~~December ~~Comprehensive~~31, ~~Income—Expense~~2023, ~~Disaggregation Disclosures (Subtopic 220-40). The amendments in this Update require a public business entity to disclose specific information about certain costs and expenses in~~ the ~~notes~~Company toowed ~~its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is~~ $3,728,586 to ~~provide~~related ~~disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance~~parties, ~~(b)~~which ~~better~~are ~~assess the entity’s prospects for future cash flows~~unsecured, ~~and~~non-interest ~~(c)~~bearing ~~compare an entity’s performance over time~~ and ~~with~~due ~~that~~on ~~of other entities~~demand. ~~Public~~The ~~business~~amounts ~~entities~~due are ~~required~~notes tothat ~~adopt~~are ~~the~~held ~~guidance~~by inQuantum ~~annual reporting periods beginning after December 15~~Energy, ~~2026~~Inc., ~~and~~a ~~interim~~company ~~periods~~with ~~within~~common ~~annual~~board ~~reporting~~members ~~periods~~as ~~beginning~~flooid ~~after~~during ~~December 15~~2022, ~~2027.~~which ~~The~~was ~~Company~~also iscontrolled ~~still~~by ~~assessing~~one ~~the~~of ~~new~~flooid’s ~~standard~~board ~~but~~members ~~does~~in ~~not believe it will have a material impact on its financial statements~~2022.

3.At ~~Notes~~December ~~Payable~~31, 2023, the Company owed $143,914 to a related party, which is unsecured, bears interest at the default rate of 12% and is due on demand.

AtAs of December 31, ~~2023~~2024, ~~the~~all ~~Company~~notes ~~owed~~payable ~~approximately~~with $3related parties,~~761,000 in~~ ~~notes~~with ~~payable~~total ~~that~~outstanding ~~were unsecured~~balance, ~~due~~have onbeen ~~demand~~assigned to Thorafore Capital Partners, LLC, unrelated third party (“third party”). All outstanding notes payable with related parties, ~~were~~assigned ~~non-interest~~to ~~bearing~~the ~~and~~third party were denominated in Canadian ~~Dollar~~Dollars.

4.F-11 ~~Notes~~Table ~~Payable~~of ~~– Related Parties~~Contents

At7. ~~December~~Loss ~~31, 2022, the Company owed $3,728,586 to related parties, which are unsecured, non-interest bearing and due~~ on ~~demand.~~Debt ~~The amounts due are notes that are held by Quantum Energy, Inc., a company with common board members as flooid during 2022, which was also controlled by one of flooid’s board members in 2022.~~Settlement

AtDuring ~~December~~August ~~31,~~of ~~2022~~2023, the Company ~~owed~~issued ~~$143~~1,~~914~~ 365,413 common shares in order to afully ~~related~~satisfy ~~party~~an outstanding debt obligation to an existing creditor of approximately $314,000. ~~which~~In isaccordance ~~unsecured~~with ASC 470-50, ~~bears~~the ~~interest~~transaction atwas accounted for as debt extinguishment and the ~~default~~difference ~~rate~~between the approximately $5,094,000 fair value of ~~12%~~the shares (i.e. the “reacquisition price”) and iscarrying ~~due~~value of the debt on ~~demand~~the date of transaction was recognized in our statement of operations as a loss on debt settlement.

As8. ofStockholders’ ~~December~~Equity ~~31, 2023, all notes payable with related parties, with total outstanding balance, have been assigned to Thorafore Capital Partners, LLC, unrelated third party~~ (~~“third party”~~Deficit)~~. All outstanding notes payable with related parties assigned to the third party were denominated in Canadian Dollars.~~

5.Preferred ~~Other Related Party Transactions~~Stock

~~During~~The ~~the~~preferred ~~year~~stock ~~ended~~contains certain rights and preferences as detailed below: There were 0 shares of Series A outstanding at December 31, 2024 and 2023, ~~the~~155,400 ~~Company~~shares ~~had~~of Series B outstanding at December 31, 2024 and 2023, 915,000 shares of Series C outstanding at December 31, 2024 and 2023, no ~~transactions~~shares ~~with~~of ~~other~~Series ~~related~~D ~~parties~~outstanding at December 31, 2024 and 2023 and no shares of Series E outstanding at December 31, 2024 and 2023.

~~At December~~Series ~~31,~~A ~~2022,~~Preferred ~~the~~Stock: ~~Company owed $nil to the Chief Operating Officer~~ (~~“COO”) of the Company. During the ten months ended December 31~~1, ~~2022~~000,000 ~~the~~shares ~~Company~~authorized): ~~incurred $nil in research and development fees to the COO of the Company.~~

~~During~~The ~~the~~preferred ~~ten~~A ~~months~~shares ~~ended~~had ~~December 31, 2022,~~ the ~~Company~~following ~~incurred~~rights ~~$nil in research~~ and ~~development fees to the President of the Company.~~privileges:

~~During~~· In the ~~ten~~event ~~months~~of ~~ended~~acquisition ~~December~~of ~~31,~~the ~~2022~~Company, the ~~Company~~preferred ~~incurred~~stockholder ~~$nil in~~will ~~administrative~~receive ~~fees,~~20% ~~which~~of isthe ~~included~~aggregate invaluation ~~general~~of ~~and~~such ~~administrative~~merger. ~~expense,~~· toThe ~~the~~stockholder ~~office~~can ~~manager~~convert ~~who~~each isshare ~~also~~of ~~the~~preferred ~~spouse~~stock into 100 shares of ~~the~~common ~~President~~stock; and · Each holder of ~~the~~preferred ~~Company~~stock shall be entitled to cast 200 votes.

During the ~~ten~~second ~~months~~quarter ~~ended~~of ~~December 31~~2023, ~~2022,~~ the ~~Company~~Series ~~recognized~~A ~~stock-based~~preferred ~~compensation~~shares ofwere ~~$nil to the President~~cancelled, ~~COO~~ and, ~~directors~~as ofsuch, ~~the~~no ~~Company.~~shares ~~The~~were ~~Company~~issued ~~also recognized stock-based compensation of $nil in general~~ and ~~administrative~~outstanding toas ~~the spouse~~ of ~~the~~December ~~President~~31, of2024 ~~the~~and ~~Company~~2023.

6.Series ~~Loss~~B onPreferred ~~Debt~~Stock: ~~Settlement~~(1,000,000 shares authorized):

~~During~~The ~~August~~preferred ofB ~~2023, the Company issued 1,365,413 common~~ shares inhad ~~order to fully satisfy an outstanding debt obligation to an existing creditor of approximately $314,000. In accordance with ASC 470-50,~~ the ~~transaction~~following ~~was~~rights ~~accounted for as debt extinguishment~~ and the difference between the approximately $5,094,000 fair value of the shares (i.e. the “reacquisition price”) and carrying value of the debt on the date of transaction was recognized in our statement of operations as a loss on debt settlement. privileges:

7· 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. ~~Stockholders’~~· ~~Equity~~Each ~~(Deficit)~~holder shall be entitled to receive 30 for 1 share of liquidation preference $0.001 par value per share.

~~Stock~~During ~~Options~~the year ended December 31, 2023, the Company issued 915,400 shares of Series B preferred stock as a deposit on the Company’s potential merger. The shares were issued in advance of the expected closing of the merger and were to be accounted for in purchase accounting if the merger was consummated. Subsequently, during the second and third quarters of 2023, 760,000 of the preferred shares were converted into 22,800,000 in accordance with the original conversion terms. Due to the termination of the merger, the shares were re-purposed as a pre-payment for a license to be acquired from the merger counterparty.

~~The~~F-12 ~~following~~Table ~~table summarizes the continuity~~ of ~~stock options:~~Contents

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

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

~~Preferred~~The ~~Stock~~preferred C shares had the following rights and privileges:

· The ~~preferred~~stockholder ~~stock~~cannot ~~contains~~convert ~~certain~~into ~~rights~~common ~~and~~stock; ~~preferences as detailed below: There were 0~~ and ~~1,000,000~~· ~~shares~~Each ofholder ~~Series A outstanding at December 31, 2023 and 2022, respectively, 155,400 and 0 shares~~ of ~~Series~~the Bpreferred ~~outstanding~~stock atshall ~~December~~be ~~31,~~entitled ~~2023~~to ~~and~~cast ~~2022,~~250 ~~respectively,~~votes. ~~915,400~~· ~~and~~Each noholder ~~shares~~shall ofbe ~~Series~~entitled Cto ~~outstanding at December 31, 2023 and 2022, respectively,~~ no ~~shares~~liquidation ~~of Series D outstanding at December 31, 2023 and 2022 and no shares of Series E outstanding at December 31, 2023 and 2022~~preference.

~~Series~~During Athe ~~Preferred~~year ~~Stock:~~ended (1December 31,~~000~~ 2023, the Company issued 915,000 shares of Series C preferred stock as a deposit on the Company’s potential merger. Such shares ~~authorized):~~had been issued in advance of the closing of the merger and were to be accounted for in purchase accounting if the merger was consummated. Due to the termination of the merger, the shares were re-purposed as a pre-payment for a license to be acquired from the merger counterparty.

~~The~~Series ~~preferred~~D APreferred Stock: (1,000,000 shares ~~had the following rights and privileges~~authorized):

· ~~In the event of acquisition of the Company, the preferred stockholder will receive 20% of the aggregate valuation of such merger. ·~~ The stockholder can convert each share of preferred stock into 100 shares of common stock; and · Each holder of preferred stock shall be entitled to cast ~~200~~no votes. · Each holder shall be entitled to receive 30 for 1 share of liquidation preference $0.001 par value per share.

~~During the second quarter of 2023, the~~ Series AE ~~preferred~~Preferred ~~shares~~Stock: ~~were cancelled~~(2, ~~and~~000, ~~as such, no~~ 000 shares ~~were issued and outstanding as of December 31, 2023.~~authorized):

~~F-11~~· ~~Table~~The stockholder can convert each share of ~~Contents~~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.

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

The ~~preferred~~Company Bhas 300,000,000 Common Stock authorized. During the year ended December 31, 2023, the Company issued 22,980,412 shares ~~had~~of common stock to the ~~following~~merger ~~rights~~counterparty. The shares were issued in advance of the closing of the merger and ~~privileges:~~were to be accounted for in purchase accounting if such merger were consummated. As the merger was subsequently terminated, the issued shares were re-purposed as a prepayment for the purchase of the Cross License from the merger counterparty. Additionally, during the year ended December 31, 2023, the Company issued 1,365,414 shares in order to settle an outstanding notes payable. The value of the shares were recognized at fair value on the date of grant (based on the closing share price of the Company’s common stock on such date). As such, a loss on debt settlement of approximately $5,094,000 was recognized in the statement of operations for the year ended December 31, 2023. During the year ended December 31, 2023, a total of 760,000 Series B Preferred stock were converted to common stock, whereby, pursuant to the rights of the Series B Preferred shareholder, each Series B preferred share were converted to 30 common shares, resulting in a total of 22,800,000 common shares being issued.

·There ~~The~~was ~~stockholder~~no ~~can convert each share of preferred stock into 30 shares of~~ common stock; ~~and~~issued ·during ~~Each~~the ~~holder~~year ~~shall~~ended beDecember ~~entitled~~31, ~~to cast no votes~~2024. ~~· Each holder shall be entitled to receive 30 for 1 share of liquidation preference $0.001 par value per share.~~

~~During~~There ~~the~~were ~~year~~no ~~ended~~stock ~~December~~options ~~31,~~outstanding ~~2023, the Company issued 915,400 shares of Series B preferred stock~~ as ~~a deposit on the Company’s potential merger. The shares were issued in advance~~ of ~~the~~December ~~expected closing of the merger and were to be accounted for in purchase accounting if the merger was consummated. Subsequently~~31, ~~during~~2024 ~~the second~~ and ~~third quarters of~~ 2023~~, 760,000 of the preferred shares were converted into 22,800,000 in accordance with the original conversion terms~~. Due to the termination of the merger, the shares were re-purposed as a pre-payment for a license to be acquired from the merger counterparty. The license was not transferred to the Company as of December 31, 2023.

~~Series~~F-13 CTable ~~Preferred~~of ~~Stock: (1,000,000 shares authorized):~~Contents

~~The preferred~~9. CIncome ~~shares had the following rights and privileges:~~Taxes

· The ~~stockholder~~following ~~cannot~~table ~~convert~~reconciles ~~into~~the ~~common~~income ~~stock;~~tax ~~and~~benefit ·(expense) ~~Each~~at ~~holder of~~ the ~~preferred~~statutory ~~stock~~rates ~~shall be entitled~~ to ~~cast~~income ~~250~~tax ~~votes.~~benefit ·(expense) ~~Each~~at ~~holder~~the ~~shall~~Company’s beeffective ~~entitled~~tax ~~to no liquidation preference~~rate.

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

	For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Net income (loss) before taxes	$	1,779,983		$	793,677
Statutory tax rate		21	%		21	%
Expected income tax due (recovery)		373,796			166,672
Permanent differences and other		-			-
Change in valuation allowance		(373,796	)		(166,672	)

Income tax provision	$	-		$	-

~~Series~~Deferred Dincome ~~Preferred~~taxes ~~Stock:~~reflect (1the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting processes. Deferred income tax assets and liabilities at December 31,~~000,000 shares~~ ~~authorized)~~2024 and 2023 are comprised of the following:

· 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.

	As of December 31,
Deferred Tax Assets (Liabilities):	2024			2023

Net operating losses carried forward	$	2,016,345		$	2,390,141
Interest expense		-			2,428
Intangible amortization		-			(7,438	)
Total Deferred Tax Assets (Liabilities):		2,016,345			2,385,132
Less valuation allowance		(2,016,345	)		(2,385,132	)

Net deferred tax asset (liability)	$	-		$	-

~~Series~~The E2017 ~~Preferred~~Act ~~Stock:~~reduces (2the corporate tax rate from 35% to 21% for tax years beginning after December 31,~~000~~ 2017. For net operating losses arising after December 31,~~000 shares~~ ~~authorized):~~2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition, net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit all such net operating losses to be carried forward indefinitely.

·At ~~The~~December ~~stockholder~~31, ~~can~~2024, ~~convert~~the ~~each~~Company ~~share~~had net operating loss carry forwards of ~~preferred~~approximately ~~stock~~$3.9 ~~into~~million. 10All ~~shares~~net ofoperating ~~common~~losses ~~stock;~~are from 2017 and ·later ~~Each~~and ~~holder~~carry ofan ~~preferred~~indefinite ~~stock~~life. No tax ~~shall~~expense beor ~~entitled~~benefit tohas ~~cast~~been noreported ~~votes~~in ·the ~~Each~~December ~~holder~~31, ~~shall~~2024 beor ~~entitled~~2023 tofinancial ~~receive~~statements and 10the ~~times~~potential ~~per~~tax ~~share~~benefit ofis ~~liquidation~~offset ~~proceeds~~by ~~$0.001~~a ~~par~~valuation ~~value~~allowance ~~per~~of ~~share~~the same amount.

~~Common~~10. Subsequent ~~Stock~~Events

~~The~~From ~~Company has 300,000,000 Common Stock authorized. During~~ the ~~year~~first ~~ended~~quarter ~~December~~of 312024, ~~2023,~~an ~~the~~additional ~~Company~~exclusive ~~issued~~Licensed ~~22,980,412~~Distributorship ~~shares~~was ofsold ~~common stock~~ to ~~the~~Arc ~~merger~~Energy ~~counterparty. The shares were issued in advance~~ of the ~~closing~~Philippines offor ~~the~~$3MM, ~~merger~~with ~~and~~a ~~were~~$20MM tominimum becommitment ~~accounted~~ for inmanufacturing ~~purchase~~to ~~accounting~~be iflocated ~~such~~east ~~merger~~of ~~were consummated~~Manila. AsThe ~~the~~Company ~~merger~~has ~~was~~sold ~~subsequently terminated, the issued shares were re~~Non-~~purposed~~exclusive asQuantum aLicensed ~~prepayment~~Distributorships ~~for~~all ~~the~~priced ~~purchase~~at of$500,000 ain ~~license~~Arizona ~~from~~(2), ~~the~~California ~~merger~~(1), ~~counterparty.~~Texas As(6), ~~the~~Arkansas ~~license~~(1), ~~was~~Utah ~~not~~(3), ~~received~~Idaho as(3), ofWyoming ~~December 31~~(3), ~~2023,~~Ohio ~~the Company~~(1), inMontana ~~accordance with ASC 505-10~~(1), ~~recognized~~and ~~the~~Nevada ~~issued shares as a deduction from equity~~(1).

~~During~~The ~~the year ended December 31, 2023, the~~ Company ~~issued~~is ~~1,365,414~~currently ~~shares~~ in ~~order~~negotiation tofor ~~settle~~eleven ~~an outstanding notes payable. The value of the shares were recognized at fair value on the date of grant~~ (~~based~~11) onadditional ~~the~~non-exclusive ~~closing~~Distributorships ~~share~~in ~~price~~California, ofNevada, ~~the~~Indiana, ~~Company’s common stock on such date). As such~~Michigan, ~~a loss on debt settlement of approximately $5~~Ohio,~~094,000~~ ~~was recognized in the statement of operations for the year ended December 31~~Texas, ~~2023~~and Kansas.

F-1214 Table of Contents

8The Company has executed a Standstill Agreement with 17386451 Canada Inc., ~~Discontinued~~and ~~Operations~~principal Pascal Roy of Quebec, Canada for US$6.5MM for the exclusive licensing rights to western Canada including British Columbia; Alberta; Saskatchewan; Manitoba; Yukon, Northwest Territories, and Nunavut. The Standstill was made effective May 5, 2025 with payment terms for the licensing due in the last quarter of 2025

~~On June 27, 2022, the Company finalized the split-off of MBE Holdings, Inc~~. In connection with the transaction, the Company derecognized $1,158,000 of liabilities, including $461,000 of accounts payable and accrued liabilities and $696,000 of notes payable. The liabilities were primarily assumed by MBE Holding, Inc. Based on the related party nature of such transaction, the Company recorded the impact of the transaction as a capital contribution.

The Company ~~has~~on ~~accounted~~October 6, 2025 closed on the sale for the ~~Split-off~~exclusive licensing rights in Mexico for $23MM to Constructora Electrica Latinoamerica, S.A de C.V. Cash to the Company is $13MM of ~~MBE~~the ~~Holding~~total sale. $3MM due no later tan November 15, ~~Inc~~2025 and an additional $10MM due no later than December 31, 2025. asAn ~~discontinued~~additional ~~operations~~matching payment for manufacturing to be located in ~~accordance~~Mexico ~~with~~of ~~ASC~~$10MM ~~205-20,~~is ~~Discontinued~~due ~~Operations~~within 220 days from the execution of the licensing agreements.

The ~~following~~Company ~~financial~~is ~~information~~currently ~~presents~~in ~~the~~discussions ~~statements~~and ofnegotiations ~~operations~~with ofpotential ~~MBE~~licensees ~~Holdings~~in Brazil, ~~Inc.~~Cayman ~~for~~Islands, ~~the~~Great ~~ten months ended December 31~~Britian, ~~2022:~~and Spain.

	Ten Months EndedDecember 31, 2022
Total Revenue	$	-
Operating Expenses
General and administrative expense		34,752
Research and development		138,449
Total Operating Expenses		173,201
Operating Loss		173,201
Finance Costs		-
Net Loss on Discontinued Operations	$	(173,201	)

The Company operates sales staff and operational offices in Tampa, Florida; Honolulu, Hawaii; Dallas/Fort Worth, Texas; Maumee, Ohio; Monroe, Michigan; Las Vegas, Nevada; Scottsdale, Arizona; St. George, Utah; Tulsa, Oklahoma;Tacoma, Washington, Salt Lake City, Utah; Powell, and Byron Wyoming, Orange County, California, Southern Idaho; Mexico City, Mexico, and Calgary, Alberta.

InThe ~~June~~Company ~~2022,~~began ~~the~~its ~~Company~~first ~~finalized~~large-scale ~~the~~contract ~~spin-off~~on ofMarch ~~MBE~~10, 2025, for Karmali Holdings, ~~Inc~~of Southlake Texas, located 222 Benmar Drive in Houston Texas, the former Exxon campus a location. The ~~financial~~approved ~~impact~~installation ofincludes ~~this~~an ~~transaction~~8-story ~~was~~class ~~fully~~A ~~accounted~~office complex, and attached large-scale parking structure. The contract for ininstallation ~~the~~is ~~2022~~valued ~~consolidated~~at ~~financial~~between ~~statements~~$17.5 ~~There~~and ~~were~~$23.2 nomillion, ~~transactions~~(variance ordepends ~~financial~~on ~~impacts~~new ~~related~~Central toPlant ~~the~~heating ~~discontinued~~and ~~operations~~air-conditioning costs), and additional estimated recurring revenue of ~~MBE~~approximately ~~Holdings,~~$14 ~~Inc.~~million inover the ~~year~~term ~~ended~~of ~~December~~the ~~31,~~twenty-year ~~2023~~contract.

The ~~statements~~Company ofadded ~~cash~~two ~~flows~~additional dolarge ~~not~~scale ~~present~~installations ~~the~~at ~~cash~~Hilton ~~flows~~Home2Suites ~~from~~in ~~discontinued~~Hudson ~~operations separately from cash flow from continuing operations. There was no amortization~~Oaks, ~~capital expenditure~~Texas, ~~or other significant operating~~ and ~~investing~~Embassy ~~noncash~~Suites ~~activity~~ in ~~the~~Dallas, ~~prior period~~Texas.

~~F-13~~From ~~Table~~October of ~~Contents~~2024 the Company has completed Letters of Intent and has completed Energy Surveys on just over 5,000,000 ft.² of commercial and industrial facilities, representing approximately $170 million in potential installation fees, representing only one hundred and twenty one (121) of its more than 150 facility installations.

~~9. Income~~F-15 ~~Taxes~~Table of Contents

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

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

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

	As of December 31,
Deferred Tax Assets (Liabilities):	2023			2022
Net operating losses carried forward	$	2,390,141		$	2,556,813
Interest expense		2,428			-
Intangible amortization		(7,438	)		-
Total Deferred Tax Assets (Liabilities):		2,385,132			2,556,813
Less valuation allowance		(2,385,132	)		(2,556,813	)
Net deferred tax asset (liability)	$	-		$	-

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

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

10. Subsequent Events

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

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

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

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

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

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

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

F-14 Table of Contents

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

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our President/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, ~~2023~~2024. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our President/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

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

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

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

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

Under the supervision and with the participation of our President (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, ~~2023~~2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013). Based on our evaluation under this framework, management concluded that our internal controls over financial reporting were not effective as of the evaluation date due to the factors stated below:

1917 Table of Contents

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

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

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

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

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

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

Audit Committee

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

Board Independence

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

20Audit ~~Table~~Committee ofFinancial ~~Contents~~Expert

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

As18 ofTable ~~the date~~ of this annual report, we are currently nominating an audit committee. The Company has retained the accounting firm of Baker Tilly to assist in constructing its committees and meeting regulatory requirements. Our board of directors has determined that we do not have an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.Contents

Code of Ethics

The Company is currently reviewing its code of ethics for our executive officers, directors, and employees. The Company ~~has~~will ~~retained~~adopt ~~the~~and ~~accounting~~include ~~firm~~its ~~Baker~~adopted ~~Tilly~~code toof ~~assist~~ethics inon ~~reviewing~~its ~~and~~September ~~adopting~~30, 2025 Form 10Q filing with the SEC as well as publish on its ~~code~~website ofon ~~ethics~~the same day as its filing. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Governance and Nominating Committee

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

Compensation Committee

The Company is in the process of establishing a ~~compensation~~Compensation ~~committee~~Committee of the Board of Directors. The ~~compensation~~Compensation ~~committee~~Committee would review and approve our salary and benefits policies, including compensation of executive officers. The ~~compensation~~Compensation ~~committee~~Committee would also administer any stock option plans and recommend and approve grants of stock options under such plans.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, ~~2023~~2024 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

There are no further disclosures.

2119 Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

DIRECTORS AND EXECUTIVE OFFICERS

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

Name	Position	Age
Dennis M. Danzik	President, Secretary, Treasurer/Chief Financial Officer and a Director	6667
Craig Kitchen	Director	7273
William Westbrook	Director	4748

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

Dennis M Danzik.

Dennis Danzik has been the President, Secretary, Treasurer/Chief Financial Officer and a Director of the Company since July 15, 2022.

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

Craig Kitchen

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

Mr. Kitchen served as Chief Commercial/Operations Officer for MD Helicopters (fmr. McDonnell Douglas Helicopter) from July 2007 to August 2017. His responsibilities included overseeing the development of commercial and military aircraft contracts.

Mr. Kitchen has extensive public and private experience in finance. Prior to his retirement in 2017, from MD Helicopters, he was responsible for and signed a contract with the United States Army for $1.34 billion. Mr. Kitchen also served as Chief Executive Officer of Eagle Picher from 2002 to 2005.

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

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

~~William~~20 ~~Westbrook~~Table of Contents

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

~~Mr.~~William Westbrook ~~served~~is ascurrently aan ~~CFO~~independent ~~for~~director ~~Quantum~~on ~~Energy~~the ~~Inc.~~Board ~~and~~of ~~held~~flooidCX ~~that~~Corp ~~position~~elected ~~since~~on ~~December~~August 98, ~~2020 until December 31,~~ 2022. ~~From~~ ~~September 2014 until December 2019 Mr. Westbrook served as CEO of SoOum Corp., a company traded on OTC-Pink.~~

~~From July 2008 to December 2014~~ Mr. Westbrook ~~worked~~served as ~~CEO~~a ofCFO ~~Estmar~~for ~~Global~~Quantum Energy Inc. and held that position since December 9, an2020 ~~international~~until ~~trading~~December ~~company~~31, ~~specializing~~2023. From inSeptember ~~the~~2014 ~~delivery~~until ofDecember ~~commodities~~2019 toMr. ~~frontier~~Westbrook ~~markets~~served ~~and~~as ~~areas~~CEO of ~~conflict~~SoOum Corp., a company traded on OTC-Pink.

From ~~March~~July 2008 to ~~July~~December ~~2008~~2014 Mr. Westbrook worked as ~~Workforce~~CEO ~~Performance~~of ~~Consultant~~Estmar toGlobal ~~Aspen~~Inc., ~~Technologies~~an ininternational ~~Burlington~~trading ~~Massachusetts~~company ~~and~~specializing ~~beginning~~ in ~~February 2007 to March 2008 he served as~~ the ~~National~~delivery ~~Budget~~of ~~Director~~commodities ~~for~~to ~~the~~frontier ~~Romney~~markets ~~for~~and ~~President~~areas ~~Campaign~~of conflict.

From ~~2005~~March 2008 to ~~2007~~July 2008 Mr. Westbrook worked as ~~Assistant~~Workforce ~~Controller~~Performance ~~for~~Consultant ~~Lennar~~to ~~Corporation’s~~Aspen ~~land~~Technologies ~~development~~in ~~division~~Burlington Massachusetts and beginning in ~~Tucson~~February ~~Arizona~~2007 to March 2008 he served as the National Budget Director for the Romney for President Campaign.

22From ~~Table~~2005 ofto ~~Contents~~2007 Mr. Westbrook worked as Assistant Controller for Lennar Corporation’s land development division in Tucson Arizona.

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

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

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company is not aware of any person who, at any time during the fiscal year ended December 31, ~~2023~~2024, was a director, officer, beneficial owner of more than ten percent of the Company’s common stock, that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.

CORPORATE GOVERNANCE MATTERS

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

Audit Committee

As of the date of this Report, we do not have an audit committee, but the Company is constructing one that will be in place no later than ~~May1st~~the filing of ~~this~~our ~~year~~September 30, 2025 Form 10Q filing with the SEC. We will also publicly announce our expanded Board of Directors and make such information available on our website. We are also establishing an audit committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Board Independence

As of the date of this Report, we do not have any independent directors but will be nominating and adding four independent directors no later than ~~May~~the ~~1st~~filing of our September 30, 2025 Form 10Q with the SEC. We will also publicly announce our expanded Board of Directors and make such information available on our website.

~~Audit~~21 ~~Committee~~Table ~~Financial~~of ~~Expert~~Contents

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

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

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

23We ~~Table~~have a code of ~~Contents~~ethics for our executive officers, directors and employees, that will be approved by our Board of Directors at its next meeting in April 2025. However, our management promotes and enforces honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Governance and Nominating Committee

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

Compensation Committee

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

ITEM 11. EXECUTIVE COMPENSATION.

During the ~~years~~year ended December 31, ~~2023~~2024 and ~~ten months ended December 31~~2023, ~~2022,~~ our officers and directors earned compensation indicated in the chart below.

SUMMARY COMPENSATION TABLE

The following table sets forth information about the remuneration of our principal executive officer for services rendered during our fiscal years ended December 31, ~~2023~~2024 and ~~ten months ended December 31, 2022~~2023. There were no other executive officers that had total compensation of $100,000 or more for our last completed full fiscal year. Certain tables and columns have been omitted as no information was required to be disclosed under those tables or columns.

Table of Contents

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonequity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Dennis M. Danzik-President,	~~2023~~2024	$	-41,837		-		-		-		-		-	$	-7,181	$	-49,018
Chief Financial Officer and Director	~~2022~~2023		-		-		-		-		-		-		-		-

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

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

None.

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

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

DIRECTOR COMPENSATION

We currently do not compensate our directors for acting in such capacity.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

24 Table of Contents

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

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

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

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

~~ITEM~~23 ~~12.~~Table ~~SECURITY~~of ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~Contents

~~The~~ITEM following tables set forth information as of December 31, 2023, regarding the beneficial ownership of our common stock: (a) each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common or preferred stock; (c) each of our executive officers; and (d) the executive officers and directors as a group12. ~~Except~~SECURITY asOWNERSHIP ~~otherwise~~OF ~~indicated,~~CERTAIN ~~all~~BENEFICIAL ~~persons~~OWNERS ~~listed~~AND ~~below~~MANAGEMENT ~~have~~AND ~~(i)~~RELATED ~~sole~~STOCKHOLDER voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stockMATTERS. The percentage of beneficial ownership of common stock is based upon 49,166,697 shares of common stock, 155,400 shares of Series B preferred stock and 915,000 shares of Series C preferred stock issued outstanding as of December 31, 2023.

NAME AND ADDRESS OF BENEFICIAL OWNER	TITLE OF CLASS	NUMBER OF SHARES BENEFICIALLY OWNED (1)		PERCENT OF SHARES BENEFICIALLY OWNED (1)
Dennis M. Danzik	Common		13,800,000		28	%
Michael Halverson	Common		4,102,879		8	%
Hinz Family Trust	Common		3,600,000		7	%
Wyoming RE, LLC	Common		3,035,454		6	%
DEJA, LLC	Preferred B		120,000		77	%
John Rolfe, LLC	Preferred B		20,000		13	%
Harry Ewert	Preferred B		15,000		10	%
Dennis M. Danzik	Preferred C		460,000		50	%
Hinz Family Trust	Preferred C		120,000		13	%
DEJA, LLC	Preferred C		120,000		13	%
KIFU LLC	Preferred C		105,000		11	%
Anthony Ker	Preferred C		30,000		3	%
Craig Kitchen	Preferred C		30,000		3	%
John Rolfe, LLC	Preferred C		20,000		2	%
Harry Ewert	Preferred C		15,000		2	%
William Westbrook	Preferred C		15,000		2	%

The following tables set forth information as of December 31, 2024, regarding the beneficial ownership of our common stock: (a) each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common or preferred stock; (c) each of our executive officers; and (d) the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 49,166,697 shares of common stock, 155,400 shares of Series B preferred stock and 915,000 shares of Series C preferred stock issued outstanding as of December 31, 2024.

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

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

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

(21) ~~Each~~Series ~~series~~B C preferred ~~shareholder~~shareholders isdo ~~entitled~~not tohave ~~250~~voting ~~votes (i~~rights.e. ~~1:250).~~ However, the shares are ~~not~~ convertible ~~into~~to common stock at a ratio of 1:30. As such, the shareholder has the right to acquire beneficial ownership in accordance with Rule 13d-3(d) of the Exchange Act.

25(2) ~~Table~~Each ofseries ~~Contents~~C preferred shareholder is entitled to 250 votes (i.e. 1:250). However, the shares are not convertible into common stock.

~~ITEM~~24 ~~13.~~Table ~~CERTAIN~~of ~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~Contents

~~Except~~We ashistorically ~~set~~have ~~forth~~sought ~~below,~~and ~~there~~obtained ~~were~~funding nofrom ~~transactions with any related persons (as that term is defined in Item 404 in Regulation S-K) during the last two completed fiscal years~~officers, ~~or any currently proposed transaction~~directors, ~~in which we were or were to be a participant~~ and ~~the~~family ~~amount~~members ~~involved~~as ~~which~~these ~~the~~categories ~~amount exceeds the lesser~~ of ~~$120,000~~persons orare ~~one~~familiar ~~percent~~with ~~of the average of~~ our ~~assets~~management atand ~~year-end~~often ~~for~~provide ~~the~~better ~~last~~terms ~~two completed fiscal years,~~ and inconditions ~~which~~than ~~any~~we ~~related~~can ~~person~~obtain ~~had~~from aunassociated ~~direct or indirect material interest~~sources.

~~ITEM~~Except ~~14.~~as ~~PRINCIPAL~~set ~~ACCOUNTING~~forth ~~FEES~~below, ~~AND~~there ~~SERVICES~~were no transactions with any related persons (as that term is defined in Item 404 in Regulation S-K) during the last two completed fiscal years, or any currently proposed transaction, in which we were or were to be a participant and the amount involved which the amount exceeds the lesser of $120,000 or one percent of the average of our assets at year-end for the last two completed fiscal years, and in which any related person had a direct or indirect material interest.

~~The~~ITEM ~~following~~14. ~~table~~PRINCIPAL ~~shows~~ACCOUNTING ~~the~~FEES ~~fees~~AND ~~paid or accrued for the audit and other services provided by our principal accountant~~SERVICES.

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

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

Audit Fees

	Dec. 2024		Dec. 2023
Audit fees	$	54,418	$	45,000
Audit related fees	-0-		-0-
Tax fees	-0-		-0-
All other fees	-0-		-0-

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.Fees

Audit ~~Related~~fees ~~Fees~~represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.

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

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

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

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

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

26All ~~Table~~other offees ~~Contents~~represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.

~~PART~~25 IVTable of Contents

~~ITEM~~PART ~~15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.~~IV

~~The~~ITEM ~~following~~15. ~~exhibits~~EXHIBITS, ~~are~~FINANCIAL ~~filed~~STATEMENT ~~as part of this Form 10-K:~~SCHEDULES.

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.
3.1.3		Designation of Series A Preferred Stock filed with the Nevada Secretary of State on April 20, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on May 9, 2017.
3.1.4		Certificate of Amendment to Articles of Incorporation incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on March 21, 2019.
3.1.5		Name Change Resolution incorporated herewith as filed as an Exhibit to the Form 10-Q on November 14, 2023.
3.1.6		Amended and restated articles of incorporation as filed with the Secretary of State of Nevada incorporated herewith as filed as an Exhibit to the Current Report on Form PRER14C on June 21, 2024.
3.2		Bylaws of flooidCX Corp. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.
10.1		Amended Non-exclusive Cross License and Distribution incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on July 24, 2024.
10.2		Amended Non-Exclusive Commercial Agreement incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on July 24, 2024.
10.3		March 15, 2021 loan agreement for Cdn$100,000 incorporated herewith as filed as an Exhibit to the Form 10-Q on July 15, 2021.
10.4		Termination Agreement incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K/A on April 1, 2024.
31.1		Certification of Principal Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

____________

Exhibit Number		Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

101.SCH**		Inline XBRL Taxonomy Extension Schema Document

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

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

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

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

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

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

____________

ITEM 16. FORM 10-K SUMMARY.

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

~~None~~ITEM 16. FORM 10-K SUMMARY.

27None. ~~Table of Contents~~

~~SIGNATURES~~26 Table of Contents

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

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

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

	flooidCX Corp.

October 30, 2025	By:	/s/ Dennis M Danzik
		Dennis M. Danzik. President, Chief Executive Officer, Chief Financial Officer and Director

~~Each~~Pursuant ~~person whose signature appears below appoints Dennis M Danzik as his or her attorney-in-fact, with full power of substitution and re-substitution,~~ to ~~sign~~the ~~any~~requirements ~~and all amendments to this report on Form 10-K~~ of ~~flooidCX Corp., and to file them, with all their exhibits and other related documents, with~~ the Securities ~~and~~ Exchange ~~Commission,~~Act ~~ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue~~ of ~~this~~1934, ~~appointment.~~as ~~In accordance with the Exchange Act~~amended, this report has been signed below by the following persons on behalf of the ~~Issuer~~registrant and in the capacities and on the dates indicated:.

Name	Title	Date
/s/ Dennis M Danzik	Director, President	April 15, 2025
Dennis M Danzik	Chief Executive Officer/Chief Financial Officer
/s/ Craig Kitchen	Director	April 15, 2025
Craig Kitchen
/s/ William Westbrook	Director	April 15, 2025
William Westbrook

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

Name	Title	Date

/s/ Dennis M Danzik	Director, President	October 30, 2025
Dennis M Danzik	Chief Executive Officer/Chief Financial Officer

/s/ Craig Kitchen	Director	October 30, 2025
Craig Kitchen

/s/ William Westbrook	Director	October 30, 2025
William Westbrook

Filing Compare · flooidCX Corp.