Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarter ended August 31, 2019

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

For the transition period from ______________ to _______________

Commission File No. 000-55965

flooidCX Corp.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		35-2511643
(State of Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1282A Cornwall Road Oakville, Ontario Canada		L6J 7W5
(Address of Principal Executive Offices)		(Zip Code)

(855) 535-6643

(Registrant’s Telephone Number, Including Area Code)

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 x 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 x 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	x
		Emerging growth company	x

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

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

As of October 15, 2019, there were 137,603,318 shares of our common stock issued and outstanding, par value $0.001.

TABLE OF CONTENTS

		Page

Cautionary Note Concerning Forward-Looking Statements		3

PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Interim Consolidated Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	9

SIGNATURES		10

Table of Contents

Cautionary Note Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements”. These forward-looking statements, including without limitation forward-looking statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve risks and uncertainties. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements as to our future operating results; plans for the marketing of our services; future economic conditions; the effect of our market and product development efforts; and expectations or plans relating to the implementation or realization of our strategic goals and future growth, including through potential future acquisitions. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, use of cash and other measures of financial performance, as well as statements relating to future dividend payments. Other forward-looking statements may be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “predicts,” “targets,” “forecasts,” “strategy,” and other words of similar meaning in connection with the discussion of future operating or financial performance. These statements are based on current expectations, estimates and projections about the industries in which we operate, and the beliefs and assumptions made by management. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Readers should refer to the discussions under “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2019 concerning certain factors that could cause our actual results to differ materially from the results anticipated in such forward-looking statements. These Risk Factors are hereby incorporated by reference into this Quarterly Report.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLOOIDCX CORP.

Condensed Consolidated Financial Statements

Three and Six Months Ended August 31, 2019 and 2018

(Expressed in US dollars)

(unaudited)

Table of contents

		Index

Condensed Consolidated Balance Sheets		F-2

Condensed Consolidated Statements of Operations and Comprehensive Loss		F-3

Condensed Consolidated Statement of Stockholders’ Deficit		F-4

Condensed Consolidated Statements of Cash Flows		F-6

Notes to the Condensed Consolidated Financial Statements		F-7

F-1

Table of Contents

FLOOIDCX CORP.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

(unaudited)

	August 31, 2019 $			February 28, 2019 $

ASSETS
Cash		8,533			5,517
Prepaid expenses and deposits		12,386			18,458
Total Current Assets		20,919			23,975
Property and equipment (Note 3)		22,141			25,009
Total Assets		43,060			48,984

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities		133,315			121,300
Loans payable (Note 4)		2,838,171			2,526,650
Due to related party (Note 5)		688,143			633,060
Total Liabilities		3,659,629			3,281,010

Nature of Operations and Continuance of Business (Note 1)
Commitment (Note 9)
Subsequent Events (Note 10)

Stockholders’ Deficit
Preferred stock, 20,000,000 shares authorized, $0.001 par value 1,000,000 shares issued and outstanding		1,000			1,000
Common stock, 300,000,000 shares authorized, $0.001 par value 136,603,318 and 136,353,318 shares issued and outstanding, respectively		136,603			136,353
Common stock issuable		10,000			10,000
Additional paid-in capital		49,424,227			48,250,116
Accumulated other comprehensive income		253,035			255,023
Deficit		(53,441,434	)		(51,884,518	)
Total Stockholders’ Deficit		(3,616,569	)		(3,232,026	)
Total Liabilities and Stockholders’ Deficit		43,060			48,984

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

F-2

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FLOOIDCX CORP.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	Three Months Ended August 31, 2019 $			Three Months Ended August 31, 2018 $			Six Months Ended August 31, 2019 $			Six Months Ended August 31, 2018 $

Expenses
General and administrative (Note 5)		158,030			132,933			387,559			268,227
Research and development (Note 5)		312,630			321,217			1,169,357			637,024
Total expenses		470,660			454,150			1,556,916			905,251

Net loss for the period		(470,660	)		(454,150	)		(1,556,916	)		(905,251	)
Other comprehensive loss
Foreign currency translation loss		(58,659	)		(19,932	)		(1,988	)		(52,244	)
Comprehensive loss for the period		(529,319	)		(474,082	)		(1,558,904	)		(957,495	)
Net loss per share, basic and diluted		–			–			(0.01	)		(0.01	)
Weighted average number of shares outstanding		136,516,361			134,592,150			136,436,840			133,774,136

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

F-3

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FLOOIDCX CORP.

Condensed Consolidated Statements of Stockholders’ Deficit

(Expressed in U.S. dollars)

(unaudited)

	Preferred Stock				Common Stock				Common Stock		Additional Paid-in		Accumulated Other Comprehensive						Total Stockholders’
	Shares #		Amount $		Shares #		Amount $		Issuable $		Capital $		Income $			Deficit $			Deficit $

Balance, February 28, 2019		1,000,000		1,000		136,353,318		136,353		10,000		48,250,116		255,023			(51,884,518	)		(3,232,026	)
Fair value of stock options granted		–		–		–		–		–		868,879		–			–			868,879
Foreign exchange translation gain		–		–		–		–		–		–		56,671			–			56,671
Net loss for the period		–		–		–		–		–		–		–			(1,086,256	)		(1,086,256	)

Balance, May 31, 2019		1,000,000		1,000		136,353,318		136,353		10,000		49,118,995		311,694			(52,970,774	)		(3,392,732	)
Shares issued for cash		–		–		250,000		250		–		49,750		–			–			50,000
Fair value of stock options granted		–		–		–		–		–		255,482		–			–			252,482
Foreign exchange translation loss		–		–		–		–		–		–		(58,659	)		–			(58,659	)
Net loss for the period		–		–		–		–		–		–		–			(470,660	)		(470,660	)
Balance, August 31, 2019		1,000,000		1,000		136,603,318		136,603		10,000		49,424,227		253,035			(53,441,434	)		(3,619,569	)

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

F-4

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FLOOIDCX CORP.

Condensed Consolidated Statements of Stockholders’ Deficit (continued)

(Expressed in U.S. dollars)

(unaudited)

	Preferred Stock				Common Stock				Common Stock			Additional Paid-in		Accumulated Other Comprehensive					Total Stockholders’
	Shares #		Amount $		Shares #		Amount $		Issuable $			Capital $		Income $		Deficit $			Deficit $

Balance, February 28, 2018		1,000,000		1,000		132,883,504		132,884		11,249			47,330,400		146,124		(50,570,351	)		(2,948,694	)
Shares issued pursuant to share exchange agreement		–		–		528,094		528		(528	)		–		–		–			–
Shares to be issued pursuant to settlement of accounts payable		–		–		–		–		435			93,047		–		–			93,482
Share subscriptions received		–		–		–		–		1,071			373,929		–		–			375,000
Fair value of stock options granted		–		–		–		–		–			151,935							151,935
Foreign exchange translation gain		–		–		–		–		–			–		33,982		–			33,982
Net loss for the period		–		–		–		–		–			–		–		(451,101	)		(451,101	)

Balance, May 31, 2018		1,000,000		1,000		133,411,598		133,412		12,227			47,949,311		180,106		(51,021,452	)		(2,745,396	)
Shares issued for cash		–		–		2,506,720		2,506		(1,792	)		249,286		–		–			250,000
Fair value of options granted		–		–		–		–		–			154,153		–		–			154,153
Foreign exchange translation gain		–		–		–		–		–			–		18,262		–			18,262
Net loss for the period		–		–		–		–		–			–		–		(454,150	)		(454,150	)
Balance, August 31, 2018		1,000,000		1,000		135,918,318		135,918		10,435			48,352,750		198,368		(51,475,602	)		(2,777,131	)

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

F-5

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FLOOIDCX CORP.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Six Months Ended August 31, 2019 $			Six Months Ended August 31, 2018 $

Operating Activities

Net loss for the period		(1,556,916	)		(905,251	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,069			6,915
Stock-based compensation		1,124,361			306,088
Changes in operating assets and liabilities:
Prepaid expenses and deposits		6,072			(3,206	)
Accounts payable and accrued liabilities		12,015			18,705
Due to related party		55,083			(1,637	)
Net Cash Used In Operating Activities		(355,316	)		(578,386	)
Investing Activities
Purchase of property and equipment		(1,447	)		(4,901	)
Net Cash Used in Investing Activities		(1,447	)		(4,901	)

Financing Activities
Proceeds from loans payable		335,770			51,992
Repayment of loans payable		–			(2,774	)
Proceeds from issuance of common stock		50,000			625,000

Net Cash Provided by Financing Activities		385,770			674,218
Effect of Foreign Exchange Rate Changes on Cash		(25,991	)		2,446
Change in Cash		3,016			93,377
Cash, Beginning of Period		5,517			24,079
Cash, End of Period		8,533			117,456

Supplemental Disclosures:
Interest paid		–			–
Income taxes paid		–			–

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

F-6

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Six Months Ended August 31, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

1.	Nature of Operations and Continuance of Business

	flooidCX Corp. (formerly Gripevine, Inc. and Baixo Relocation Services, Inc.) (the “Company”) was incorporated in the state of Nevada on January 7, 2014. The Company is in the business of developing and building an online resolution platform.

	On May 17, 2019, the Company and Resolution 1, Inc. (“R1”) and the shareholders of R1 who collectively own 100% of R1 entered into and consummated transactions pursuant to a Share Exchange Agreement, whereby the Company agreed to issue to the R1 shareholders an aggregate of 10,000,000 shares of its common stock in exchange for 100% of the equity interests of R1 held by the R1 shareholders. As a result of the share exchange, R1 became a wholly owned subsidiary of the Company

	As a result of the Share Exchange Agreement, the acquisition transaction was accounted for as a common control transaction in accordance with the Financial Accounting Standards Board (“FASB”) (Accounting Standard Codification (“ASC”) 805-50, Business Combinations – Common control transactions). The Company evaluated the guidance contained in ASC 805-50 with respect to the combinations among entities or businesses under common control and concluded that since the majority shareholders of the Company and R1 are the same, this was a common control transaction and did not result in a change in control at the ultimate parent or the controlling shareholder level.

	Consequently, common control transactions are not accounted for at fair value. Rather, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred. Any differences between the proceeds received or transferred and the carrying amounts of the net assets are considered equity transactions that would be eliminated in consolidation, and no gain or loss would be recognized in the consolidated financial statements of the ultimate parent. As a result, the financial position and the results of operations of the Company and R1 were consolidated together as if they were operating as one entity from the beginning.

	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 at August 31, 2019, the Company has a working capital deficit of $3,638,710 and has an accumulated deficit of $53,441,434 since inception. Furthermore, during the six months ended August 31, 2019, the Company used $355,316 in operating activities. 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.

2.	Significant Accounting Policies

	(a)	Basis of Presentation

		These 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:

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

		All inter-company balances and transactions have been eliminated.

	(b)	Interim Financial Statements

		The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2019. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

		The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Six Months Ended August 31, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

2.	Significant Accounting Policies (continued)

	(c)	Reclassifications

		Certain of the prior period figures have been reclassified to conform to the current period’s presentation.

	(d)	Recent Accounting Pronouncements

		In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this standard on March 1, 2019, did not have any impact on the Company’s consolidated financial statements.

		In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s consolidated financial statements.

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

3.	Property and Equipment

	As at August 31, 2019 $			As at February 28, 2019 $

Computer equipment		38,164			37,377
Furniture and equipment		37,023			37,067
Total		75,187			74,444
Less: Accumulated depreciation		(53,046	)		(49,435	)
Net carrying value		22,141			25,009

4.	Loans Payable

	As at August 31, 2019, the Company owed $2,838,171 (Cdn$3,773,348) (February 28, 2019 – $2,526,650 (Cdn$3,326,587)) which is non-interest bearing, unsecured, and due on demand.

5.	Related Party Transactions

	(a)	As at August 31, 2019, the Company owed $688,143 (Cdn$914,866) (February 28, 2019 – $636,060 (Cdn$833,486)) to the President of the Company which is unsecured, non-interest bearing, and due on demand.

	(b)	During the six months ended August 31, 2019, the Company incurred $90,151 (2018 – $92,500) in research and development fees to the President of the Company.

	(c)	During the six months ended August 31, 2019, the Company incurred $18,820 (2018 – $19,431) in research and development fees to the Chief Operating Officer of the Company.

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Six Months Ended August 31, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

5.	Related Party Transactions (continued)

	(d)	During the six months ended August 31, 2019, the Company incurred $6,386 (2018 - $30,460) in administrative fees included in general and administrative to the office manager who is also the spouse of the President of the Company.

	(e)	During the six months ended August 31, 2019, the Company recognized stock-based compensation of $1,011,226 (2018 - $104,024) to the President, spouse of the President, and Chief Operating Officer of the Company.

6.	Common Stock

	On July 2, 2019, the Company issued 250,000 shares of common stock at $0.20 per share for proceeds of $50,000.

7.	Share Purchase Warrants

Number of

warrants

Weighted

average

exercise price

Balance, February 28, 2019 and August 31, 2019

18,275,000

0.40

As at August 31, 2019, the following share purchase warrants were outstanding:

Number of warrants

outstanding

Exercise

price

Expiry date

18,275,000

0.40

December 1, 2019

8.	Stock Options

	The following table summarizes the continuity of stock options:

	Number of options		Weighted average exercise price $		Aggregate intrinsic value $

Balance, February 28, 2019		5,706,500		0.20		–
Granted		11,050,000		0.20
Balance, August 31, 2019		16,756,500		0.20		–

Additional information regarding stock options outstanding as at August 31, 2019 is as follows:

		Outstanding and exercisable
Range of exercise prices $		Number of shares		Weighted average remaining contractual life (years)		Weighted average exercise price $

	0.20		16,756,500		5.5		0.20

The fair value of stock options granted was estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:

	Six months ended August 31, 2019			Six months ended August 31, 2018

Risk-free interest rate		2.12	%		1.49	%
Expected life (in years)		5			5
Expected volatility		245	%		290	%

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Six Months Ended August 31, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

8.	Stock Options (continued)

	The fair value of stock options recognized during the six months ended August 31, 2019 was $1,124,361 (2018 - $306,088), which was recorded as additional paid-in capital and charged to operations. The weighted average fair value of stock options granted during the six months ended August 31, 2019 was $0.20 (2018 – $0.20) per option.

9.	Commitment

	The minimum lease payments over the remaining terms of the premises leases are as follows:

Fiscal Year	$

2020		26,114

10.	Subsequent Events

	On September 26, 2019, the Company issued 1,000,000 common shares for proceeds of $50,000 pursuant to a private placement.

	On October 11, 2019, the Company entered into an agreement with a company who is to provide financial advisory and investment banking services to the Company for $5,000 per month for a period of six months. The monthly fee is payable in cash of in shares of the Company’s common stock, as determined by the Company. If paid in shares, they are to be valued using the volume-weighted average price of the shares for the five trading days immediately preceding each month fee payment due date. The Company is to issue 2,500,000 shares of common stock upon execution of the agreement and a further 2,500,000 shares of common stock upon an uplisting of the Company’s common stock to a national stock exchange. In addition, for any financing introduced by the financial advisor, the Company is to pay an 8% commission of the amount of capital raised, a fee of 1% of the amount of capital raised for unallocated expenses, and issue warrants to purchase shares of common stock equal to 8% of the number of shares of common stock issued in the financing. The warrants will be exercisable at a price equal to the price of the common stock issued to the investors in the financing and expire five years from the date of issuance.

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

The following discussion provides an analysis of the Company’s financial condition and results of operations and should be read in conjunction with the Interim Consolidated Financial Statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Company’s Annual Report on Form 10-K filed for the fiscal year ended February 28, 2019. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

flooidCX Corp., formerly known as Gripevine, Inc. (the “Company”), was incorporated under the name Baixo Relocation Services, Inc. in the state of Nevada on January 7, 2014, to operate as a relocation service provider for clients moving to the State of Goa, India. On May 31, 2016, Rosy Rodrigues, our prior majority shareholder, sole executive officer and member of the Board of Directors, entered into those certain stock purchase agreements effective October 3, 2016 with certain individuals and/or entities, and sold and transferred the control block of the Company consisting of 5,000,000 shares of restricted common stock, representing approximately 62.5% of the total issued and outstanding shares of common stock and resulting in a change in control.

Effective February 28, 2017, we entered into a share exchange agreement (the “MBE Exchange Agreement”) with MBE Holdings Inc., a private corporation organized under the laws of Delaware (“MBE”) and the shareholders of MBE (the “MBE Shareholders”), pursuant to which MBE Exchange Agreement we acquired all the technology and assets and assumed all liabilities of MBE, and MBE became our wholly-owned subsidiary. In accordance with the terms and provisions of the MBE Exchange Agreement, an aggregate of 5,248,626 shares of our restricted common stock were issued to the MBE Shareholders in exchange for 157,458,778 of the total issued and outstanding shares of MBE.

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

On May 17, 2019, we entered into a Share Exchange Agreement (the “R1 Exchange Agreement”) with the stockholders of Resolution 1, Inc., a Delaware corporation (“R1”), to acquire all of the outstanding shares of R1 in exchange for 10,000,000 restricted shares of our common stock (the “Acquisition”). R1 has developed a comprehensive customer care and feedback management platform, which is delivered as a cloud-based, software as a service solution. R1 was founded in August 2012 by Richard Hue, the CEO and a director of our Company. The Acquisition was approved by the independent members of the board of directors of the Company. Since the majority shareholders of the Company and R1 are the same, this did not result in the change in control at the ultimate parent or the controlling shareholder level, and was accounted for as a common control transaction.

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

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

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Results of Operations

The following discussions are based on our unaudited interim consolidated financial statements, including our wholly-owned subsidiaries. These discussions summarize our unaudited interim consolidated financial statements for the three and six month periods ended August 31, 2019, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended February 28, 2019 and notes thereto included in the Form 10-K filed with the SEC on June 13, 2019.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our 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 Quarterly Report on Form 10-Q. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Three-Month Period Ended August 31, 2019 Compared to Three-Month Period Ended August 31, 2018

Revenue. We did not generate any revenue during the three months ended August 31, 2019 or 2018.

Operating expenses: During the quarter ended August 31, 2019, we incurred operating expenses in the amount of $470,660 compared to operating expenses incurred during the quarter ended August 31, 2018 of $454,150 (an increase of $16,510). Operating expenses include: (i) general and administrative of $158,030 (2018: $132,933); and (ii) research and development of $312,630 (2018: $321,217). General and administrative expenses increased by $25,097 due to new stock options as compensation in general and administrative services. Research and development expenses decreased by $8,587 due to streamlining of consultants.

Six-Month Period Ended August 31, 2019 Compared to Six-Month Period Ended August 31, 2018

Revenue. We did not generate any revenue during the six months ended August 31, 2019 or 2018.

Operating expenses: During the six months ended August 31, 2019, we incurred operating expenses in the amount of $1,556,916 compared to operating expenses incurred during the six months ended August 31, 2018 of $905,251 (an increase of $651,665). Operating expenses include: (i) general and administrative of $387,559 (2018: $268,227); and (ii) research and development of $1,169,357 (2018: $637,024). General and administrative expenses increased by $119,332 due to new stock options as compensation in general and administrative services. Research and development expenses decreased by $532,333 due to new stock options as compensation for research and development services.

Liquidity and Capital Resources

As of August 31, 2019

As at August 31, 2019, our current assets were $20,919 and our current liabilities were $3,659,629, which resulted in a working capital deficit of $3,638,710. As of August 31, 2019, current assets were comprised of: (i) $8,533 in cash; and (ii) $12,386 in prepaid expenses and deposits. Also as of August 31, 2019, current liabilities were comprised of: (i) $133,315 in accounts payable and accrued liabilities; (ii) $2,838,171 in loans payable and (iii) $688,143 due to related party.

As of August 31, 2019, our total assets were $43,060 comprised of: (i) current assets of $20,919; and (ii) equipment, net of depreciation of $22,141. The decrease in total assets during the six months ended August 31, 2019 from the fiscal year ended February 28, 2019 was due to decreases in prepaid expenses and deposits and the depreciated value of equipment.

As of August 31, 2019, our total liabilities were $3,659,629 comprised of current liabilities.

Stockholders’ deficit increased from $3,232,026 as of February 28, 2019 to $3,616,569 as of August 31, 2019.

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Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the six months ended August 31, 2019, net cash flows used in operating activities was $355,316 compared to $578,386 for the six months ended August 31, 2018.

Cash Flows from Financing Activities

Net cash flows provided from financing activities during the six months ended August 31, 2019 was $355,316, which consisted of $335,770 in proceeds from loans and $50,000 in proceeds from the issuance of common stock. During the six months ended August 31, 2018, cash flows provided by financing activities was $674,218, which consisted of $625,000 from the issuance of shares and $51,992 from the proceeds of loans, offset by $2,774 in repayments of loans payable.

Material Commitments

The balance due to a related party is interest free, unsecured and are repayable on demand. The balance due to a related party is mainly in connection with the services and financing provided for the development of an online complaint resolution platform.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the six months ended August 31, 2019 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.

Plan of Operation

As at August 31, 2019, we had a working capital deficit of $3,638,710 and we will require additional financing in order to enable us to proceed with our plan of operations. There can be no assurance that additional financing will be available to us or that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due. We are pursuing various alternatives to meet our immediate and long-term financial requirements.

We anticipate continuing to rely on equity sales of our common stock and loans in order to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our planned business activities.

Our auditor has issued a going concern opinion on our financial statements for the fiscal year ended February 28, 2019. Additionally, at August 31, 2019, the Company has a working capital deficit of $3,638,710, and has an accumulated deficit of $53,441,434 since inception. Furthermore, during the six months ended August 31, 2019, the Company used $355,316 in operating activities. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate sufficient revenues. There is no assurance we will ever reach that point. In the meantime, the continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.

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Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.

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

We have not paid any sums for public relations or investor relations.

Recent Accounting Pronouncements

As reflected in Note 2 of the Notes to the Consolidated Financial Statements, there have been recent accounting pronouncements or changes in accounting pronouncements that impacted the six months ended August 31, 2019 or which are expected to impact future periods as follows:

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/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 August 31, 2019. Based on such evaluation, we have concluded that, as of such date and for the reason described below, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Because of our limited operations, we have a limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Not applicable.

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

Share Exchange

During the three months ended August 31, 2019, we sold 250,000 shares at $0.20 per share to one individual.

The securities referenced above were issued in reliance on the exemption from registration afforded by Regulation S promulgated under the Securities Act. Such shares of common stock will not be registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors are acknowledging that the securities to be issued have not been registered under the Securities Act, that they understand the economic risk of an investment in the securities, and that they have had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

Except as set forth in this Item 2, there were no unregistered securities sold by us during the quarter ended August 31, 2019 that were not otherwise disclosed in a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

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

Exhibit Number		Description

2.1		Share Exchange Agreement by and among Resolution 1, Inc., the stockholders of Resolution 1, Inc., and flooidCX Corp. dated May 17, 2019 incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on May 21, 2019.

3. 1		Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.

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

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

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

3.2		Bylaws of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.

4.1		Form of Share Purchase Warrant dated December 1, 2016 incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on January 13, 2017.

10.1		Lease Agreement between Katalex Holdings Inc. and MBE Holdings Inc. dated December 6, 2016 incorporated herewith as filed as an Exhibit to the Form 8-K on March 3, 2017.

10.2		Gripevine Inc. 2017 Flexible Stock Plan dated August 16, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on October 3, 2017.

10.3		Debt Settlement Agreement dated May 30, 2018 incorporated herewith as filed as an Exhibit to the Quarterly Report on Form 10-Q on July 13, 2018.

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

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

101**		Interactive data files pursuant to Rule 405 of Regulation S-T.

____________

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

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SIGNATURES

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

	flooidCX Corp.

Date: October 15, 2019	By:	/s/ Richard Hue
		Richard Hue
		Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer and Director