UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2023

OR

0-55965

(Commission File Number)

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

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

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.

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) was $142,050,318.

The Company had 49,166,697 shares of common stock outstanding as of April 10, 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

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.

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 in Fiscal Year

On December 19, 2022, our board of directors approved the change in our fiscal year end from February 28^th to December 31^st. As a result of the change in fiscal year end, the Company filed a transition report on Form 10-KT on May 4, 2023 for the 10 month transition period ending December 31, 2022. In accordance with section 1365.6 of the SEC's Financial Reporting Manual (the "FRM") and Financial Reporting Release 35 ("FRR 35"), the Company has elected not to recast its prior period financial statements to conform with its newly adopted fiscal year. As such, the comparative period presented in our financial statements reflects the ten-month transition period from March 1, 2022 through December 31, 2022. 

2019 Name Change

Effective March 18, 2019, we changed our name to flooidCX Corp. from Gripevine, Inc. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State and also changed our trading symbol to “FLCX”. Effective February 2, 2024, we changed our name to Quantum Energy Corporation from flooidCX Corp. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State. The Company will file with FINRA to change its trading name as soon as the Company is current with its required filings with the SEC.

Change in Control

In 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.

BUSINESS OPERATIONS

General

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

Market Opportunity

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

Products

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

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

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

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

Thermal Energy Harvesting- The Company is leading the application of thermal (heat and cold wasted energy) to both heat to light and heat to electricity conversion. Energy harvesting at every source is sustainable and profitable.

Photon Engines- These engines exemplify efficiency, converting minimal input power (typically less than 12 volts DC) into stored mechanical energy, and then converts that stored energy into conditioned and clean electrical energy, (typically 48 volts DC), a hallmark of innovation in energy generation. Danzik’s Magnetic Propulsion discoveries allow a single low speed flywheel to multiply the speed of subsequent flywheels in the engine system, and then the alternator systems, which then rotate at high speeds of 500 to over 5,000 rpm. Magnetic Propulsion refers to the magnetic levitation, and increased speed of each flywheel, with zero contact, permanent magnet drives, that eliminate chains, conventional transmissions, belts, gears and all other physical drive connections.

Applications- The Company’s holistic Direct Energy Systems, encompassing Photon Lighting, Photovoltaic, Thermal, Photon Engines, conditioning and energy storage system along with integrated controls, are designed for end-to-end consumer operation, adaptable across various industrial, commercial, institutional, and residential settings including off-grid applications.

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

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

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

Marketing Strategies

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 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 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.  

Technological Superiority and Innovation

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

Case Studies and 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.

Sustainability Credentials

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

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

Leveraging the Growing Necessity for Renewable Energy

Market 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.

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

Targeted Marketing

Digital 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.

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

Strategic Partnerships

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

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

Customer Engagement and Feedback

Customer 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.

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

Metrics and Evaluation

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

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

INTELLECTUAL PROPERTY

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

COMPETITION

flooidCX 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.

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.

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

Scalability and Versatility- flooid/Quantum products are designed for wide-ranging applications, from industrial to residential settings, ensuring adaptability to various consumer needs. This flexibility enhances our market reach and consumer empowerment, driving the adoption of renewable energy.

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

Navigating Market Challenges- flooid/Quantum is proactive in addressing the competitive challenges of pricing pressures and technological evolution. Our commitment to continuous improvement, customer satisfaction, and environmental stewardship guides our path forward in the sustainable energy sector.

ITEM 1A. RISK FACTORS.

This item is not applicable as the Company is a smaller reporting company

ITEM 1B. UNRESOLVED STAFF COMMENTS.

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

ITEM 1C. CYBERSECURITY

The Company 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.

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

ITEM 3. LEGAL PROCEEDINGS.

As of the date of this Report, management is not aware of any 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.

PART II

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

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 and can be volatile.

Holders

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

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.

Securities Authorized for Issuance Under Equity Compensation Plans

As of the end of the most recently completed fiscal year, there were no securities authorized for issuance under equity compensation plans.

Transfer Agent and Registrar

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

Issuer Purchases of Securities

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.  

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 Ended December 31, 2023 and Ten Months Ended 2022

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

Revenue

We generated revenues of $6,500,000 and $0 for the years ended December 31, 2023 and 2022, respectively.

During the 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.

General and Administrative

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

Other (Expense) Income 

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

Discontinued Operations

On June 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.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

The Company projects that it will increase its potential installation fees during its 2025 fiscal year to more than $150 million, and that potential recurring revenue contracts will exceed $100 million. This would require the Company to fund through customer or investment approximately $35 million during the 2025 fiscal year, that would be used for manufacturing and product placement to fulfill the potential contracts. The Company manufactures photonic, photovoltaic, Hydro, and a wide variety of other equipment, assemblies, computers, software, and parts that make up a Direct Energy System. The ability for the Company to produce the products and provide the necessary labor to install this potential contract work is solely based on the ability of our customers, or investors, to provide the capital necessary to complete the work.

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

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

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

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

The cash and cash equivalents change was as follows:

Cash Flows from Operating Activities

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

Cash Flows from Investing Activities

During the years ended December 31, 2023 and 2022, the Company had no cash flows provided by (used in) investing activities.

Cash Flows from Financing Activities

Net cash flows used in financing activities during the fiscal year ended December 31, 2023 was $0. During the ten months December 31, 2022, cash provided by financing activities was approximately $84,000, which was solely provided by the issuance of debt.

Working Capital

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Revenue Recognition

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.

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.

Revenue Recognition under ASC 606 Revenue from Contracts with Customers

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

1. Identify the contract(s) with a customer. Evidence of a contract generally consists of a signed Licensed Distributorship agreement issued pursuant to the terms and conditions of an agreement.

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

3. 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.

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

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

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

Accounts Receivable

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

Other Receivables

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

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The update was intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The Company adopted the new standard on January 1, 2023. The adoption did not have a material impact on our financial statements.

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

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

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this Update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expense to help investors (a) better understand the entity’s performance, (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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Table of contents 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of flooidCX Corp. dba Quantum Energy Corporation

Opinion on the Consolidated Financial Statements

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

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

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

Basis for Opinion

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

We conducted 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 control over financial reporting. Accordingly, we express no such opinion.

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

Critical Audit Matters

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

We determined that there are no critical audit matters.

/s/ BCRG Group

BCRG Group (PCAOB ID 7158)

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

Irvine, CA

April 15, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders’ of flooidCX Corp.

flooidCX Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of flooidCX Corp. (the "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 States.

Going Concern

The accompanying financial statements have been prepared assuming 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 are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (U.S.) ("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.

We conducted our audit 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 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.

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors and that: (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/ Macias Gini & O’Connell LLP

We served as the Company’s auditor from 2022 to 2023

Irvine, CA

May 3, 2023

FLOOIDCX CORP.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

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

FLOOIDCX CORP.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in U.S. dollars)

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

FLOOIDCX CORP.

Consolidated Statements of Stockholders’ Equity (Deficit)

(Expressed in U.S. dollars)

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

FLOOIDCX CORP.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

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

FLOOIDCX CORP.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2023 and 2022

(Expressed in U.S. Dollars)