flooidCX Corp. (Form: 10-Q, Received: 01/17/2020 16:59:29)

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 November 30, 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 January 14, 2020, there were 147,103,318 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	8
Item 4.	Controls and Procedures	8

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	10

SIGNATURES		11

2

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.

3

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

FLOOIDCX CORP.

Condensed Consolidated Financial Statements

Three and Nine Months Ended November 30, 2019 and 2018

(Expressed in U.S. dollars)

(unaudited)

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)

November 30,

2019

$

February 28,

2019

$

ASSETS

Cash

90,709

5,517

Prepaid expenses and deposits

9,389

18,458

Total Current Assets

100,098

23,975

Property and equipment (Note 3)

20,285

25,009

Total Assets

120,383

48,984

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued liabilities

128,868

121,300

Deferred revenue

15,000

–

Loans payable (Note 4)

2,694,314

2,526,650

Due to related party (Note 5)

738,994

633,060

Total Liabilities

3,577,176

3,281,010

Nature of Operations and Continuance of Business (Note 1)

Commitments (Note 9)

Subsequent Event (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 147,103,318 and 136,603,318 shares issued and outstanding, respectively

147,103

136,353

Common stock issuable

10,000

10,000

Additional paid-in capital

50,284,331

48,250,116

Accumulated other comprehensive income

249,935

255,023

Deficit

(54,149,162 )

(51,884,518 )

Total Stockholders’ Deficit

(3,456,793 )

(3,232,026 )

Total Liabilities and Stockholders’ Deficit

120,383

48,984

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

F-2

Table of Contents

FLOOIDCX CORP.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

Three Months
Ended

November 30,

2019

$

Three Months
Ended

November 30,

2018

$

Nine Months

Ended

November 30,

2019

$

Nine Months
Ended

November 30,

2018

$

Expenses

General and administrative (Note 5)

346,650

117,636

730,209

385,863

Research and development (Note 5)

316,078

158,640

1,485,435

795,664

Total expenses

658,728

276,276

2,215,644

1,181,527

Loss before other expense

(658,728 )

(276,276 )

(2,215,644 )

(1,181,527 )

Other expense

Loss on settlement of debt (Note 6)

(49,000 )

–

(49,000 )

–

Net loss for the period

(707,728 )

(276,276 )

(2,264,644 )

(1,181,527 )

Other comprehensive loss

Foreign currency translation loss

(3,100 )

(55,688 )

(5,088 )

(107,932 )

Comprehensive loss for the period

(710,828 )

(331,964 )

(2,269,732 )

(1,289,459 )

Net loss per share, basic and diluted

(0.01 )

–

(0.02 )

(0.01 )

Weighted average number of shares outstanding

140,213,208

136,353,318

137,685,136

134,776,302

(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

–

–

255,482

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 )

(3,616,569 )

Shares issued for cash

–

–

4,500,000

4,500

–

220,500

–

–

225,000

Fair value of shares issued pursuant to settlement of loans payable

–

–

3,500,000

3,500

–

220,500

–

–

224,000

Fair value of shares issued for services

–

–

2,500,000

2,500

–

170,000

–

–

172,500

Fair value of stock options granted

–

–

–

–

–

249,104

–

–

249,104

Foreign exchange translation loss

–

–

–

–

–

–

(3,100 )

–

(3,100 )

Net loss for the period

–

–

–

–

–

–

–

(707,728 )

(707,728 )

Balance, November 30, 2019

1,000,000

1,000

147,103,318

147,103

10,000

50,284,331

249,935

(54,149,162 )

(3,456,793 )

(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 )

Shares issued pursuant to settlement of accounts payable

–

–

435,000

435

(435 )

–

–

–

–

Fair value of options granted

–

–

–

–

–

17,316

–

–

17,316

Foreign exchange translation gain

–

–

–

–

–

–

61,446

–

61,446

Net loss for the period

–

–

–

–

–

–

–

(276,276 )

(276,276 )

Balance, November 30, 2018

1,000,000

1,000

136,353,318

136,353

10,000

48,370,066

259,814

(51,751,878 )

(2,974,645 )

(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)

Nine Months

Ended

November 30,

2019

$

Nine Months

Ended

November 30,

2018

$

Operating Activities

Net loss for the period

(2,264,644 )

(1,181,527 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

5,945

9,545

Loss on settlement of debt

49,000

–

Shares issued for services

172,500

–

Stock-based compensation

1,373,465

323,404

Changes in operating assets and liabilities:

Prepaid expenses and deposits

9,069

(5,227 )

Accounts payable and accrued liabilities

7,568

5,144

Deferred revenue

15,000

–

Due to related party

105,934

(868 )

Net Cash Used In Operating Activities

(526,163 )

(849,529 )

Investing Activities

Purchase of property and equipment

(1,450 )

(5,616 )

Net Cash Used in Investing Activities

(1,450 )

(5,616 )

Financing Activities

Proceeds from loans payable

364,907

215,938

Repayment of loans payable

–

(5,446 )

Proceeds from issuance of common stock

275,000

625,000

Net Cash Provided by Financing Activities

639,907

835,492

Effect of Foreign Exchange Rate Changes on Cash

(27,102 )

6,914

Change in Cash

85,192

(12,739 )

Cash, Beginning of Period

5,517

24,079

Cash, End of Period

90,709

11,340

Non-cash Investing and Financing Activities:

Shares issued to settle loans payable

224,000

–

Shares issued to settle accounts payable

–

93,482

Supplemental Disclosures:

Interest paid

–

–

Income taxes paid

–

–

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

F-6

Table of Contents

FLOOIDCX CORP.

Nine Months Ended November 30, 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 November 30, 2019, the Company has a working capital deficit of $3,477,078 and has an accumulated deficit of $54,149,162 since inception. Furthermore, during the nine months ended November 30, 2019, the Company used $526,163 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 (effective November 30, 2019, this subsidiary was amalgamated with the Company)

All inter-company balances and transactions have been eliminated.

(b) Reclassifications

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

F-7

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

2. Significant Accounting Policies (continued)

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.

(d) Revenue Recognition

The Company will derive revenue from developing and building online resolution platforms. Under ASC 606, “Revenue from Contracts with Customers”, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

(e) 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

November 30,
2019

$

As at

February 28,
2019

$

Computer equipment

37,040

37,377

Furniture and equipment

38,181

37,067

Total

75,221

74,444

Less: Accumulated depreciation

(54,936 )

(49,435 )

Net carrying value

20,285

25,009

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

4. Loans Payable

As at November 30, 2019, the Company owed $2,694,314 (Cdn$3,580,474) (February 28, 2019 – $2,526,650 (Cdn$3,326,587)) which is non-interest bearing, unsecured, and due on demand. Refer to Notes 6(c) and (d).

5. Related Party Transactions

(a) As at November 30, 2019, the Company owed $738,994 (Cdn$982,050) (February 28, 2019 – $633,060 (Cdn$833,486)) to the President of the Company which is unsecured, non-interest bearing, and due on demand.

(b) During the nine months ended November 30, 2019, the Company incurred $135,522 (2018 – $138,378) in research and development fees to the President of the Company.

(c) During the nine months ended November 30, 2019, the Company incurred $28,272 (2018 – $28,991) in research and development fees to the Chief Operating Officer of the Company.

(d) During the nine months ended November 30, 2019, the Company incurred $6,400 (2018 - $35,388) 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 nine months ended November 30, 2019, the Company recognized stock-based compensation of $1,236,760 (2018 - $104,024) to the President, spouse of the President, and Chief Operating Officer of the Company.

6. Common Stock

(a) During the three months ended November 30, 2019, the Company issued 4,500,000 shares of common stock at $0.05 per share for proceeds of $225,000.

(b) On October 11, 2019, the Company issued 2,500,000 shares of common stock with a fair value of $172,500 for financial advisory and investment bank services to be provided. Refer to Note 9(b).

(c) On November 4, 2019, the Company issued 1,500,000 shares of common stock with a fair value of $96,000 to settle a loan payable $75,000, resulting in a loss of $21,000. The fair value of the common stock was determined based on the closing price of the Company’s common stock on the date of issuance.

(d) On November 4, 2019, the Company issued 2,000,000 shares of common stock with a fair value of $128,000 to settle a loan payable of $100,000, resulting in a loss of $28,000. The fair value of the common stock was determined based on the closing price of the Company’s common stock on the date of issuance.

7. Share Purchase Warrants

Number of

warrants

Weighted average exercise price

$

Balance, February 28, 2019 and November 30, 2019

18,275,000

0.40

As at November 30, 2019, the following share purchase warrants were outstanding:

Number of warrants outstanding

Exercise

price

$

Expiry
date

18,275,000

0.40

December 1, 2019

F-9

Table of Contents

FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

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, November 30, 2019

16,756,500

0.20

–

Additional information regarding stock options outstanding as at November 30, 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

5.25

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:

Nine months ended

November 30,

2019

Nine months ended

November 30,

2018

Risk-free interest rate

2.12 %

1.49 %

Expected life (in years)

5

5

Expected volatility

245 %

290 %

The fair value of stock options recognized during the nine months ended November 30, 2019 was $1,373,465 (2018 - $323,404), which was recorded as additional paid-in capital and charged to operations. The weighted average fair value of stock options granted during the nine months ended November 30, 2019 was $0.20 (2018 – $0.20) per option.

9. Commitments

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

Fiscal Year

$

2020

6,543

(b) On October 7, 2019, the Company entered into an agreement with a company who is to provide general financial advisory and investment banking services to the Company. The Company is to pay this company $5,000 per month for a period of six months. The monthly fee can be paid in cash or in shares at the Company’s option. If paid in shares of common stock of the Company, the shares shall be valued using the volume-weighted average price of the shares for the five trading days immediately preceding each monthly fee payment due date. The Company is to issue 2,500,000 shares of common of stock upon execution of the agreement (issued) and 2,500,000 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company will pay this company a commission of 8% of financing raised, a cash fee for unallocated expenses of 1% of the amount of financing raised, and issue agent’s warrants equal to 8% of the number of shares of common stock underlying the securities issued in the financing. Each agent’s warrant will be exercisable at an exercise price equal to the price of the securities issued to the investors in the financing expiring five years from the date of issuance.

10. Subsequent Event

On December 23, 2019, the Company issued 1,500,000 shares of common stock for proceeds of $75,000.

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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 nine-month periods ended November 30, 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 November 30, 2019 Compared to Three-Month Period Ended November 30, 2018

Revenue. We did not generate any revenue during the three months ended November 30, 2019 or 2018.

Operating expenses: During the quarter ended November 30, 2019, we incurred operating expenses in the amount of $658,728 compared to operating expenses incurred during the quarter ended November 30, 2018 of $276,276 (an increase of $382,452). Operating expenses include: (i) general and administrative of $346,650 (2018: $117,636); and (ii) research and development of $316,078 (2018: $158,640). General and administrative expenses increased by $229,014 due to issuance of shares for financial services and stock-based compensation. Research and development expenses increased by $157,438 due to increase in stock-based compensation.

Nine-Month Period Ended November 30, 2019 Compared to Nine-Month Period Ended November 30, 2018

Revenue. We did not generate any revenue during the nine months ended November 30, 2019 or 2018.

Operating expenses: During the nine months ended November 30, 2019, we incurred operating expenses in the amount of $2,215,644 compared to operating expenses incurred during the nine months ended November 30, 2018 of $1,181,527 (an increase of $1,034,117). Operating expenses include: (i) general and administrative of $730,209 (2018: $385,863); and (ii) research and development of $1,485,435 (2018: $795,664). General and administrative expenses increased by $344,346 due to new stock options and issuance of shares as compensation in general and administrative services. Research and development expenses increased by $689,771 due to new stock options as compensation in research and development expenses.

Liquidity and Capital Resources

As of November 30, 2019

As at November 30, 2019, our current assets were $100,098 and our current liabilities were $3,577,176, which resulted in a working capital deficit of $3,477,078. As of November 30, 2019, current assets were comprised of: (i) $90,709 in cash; and (ii) $9,389 in prepaid expenses and deposits. Also as of November 30, 2019, current liabilities were comprised of: (i) $128,868 in accounts payable and accrued liabilities; (ii) $15,000 in deferred revenue; (iii) $2,694,314 in loans payable and (iv) $738,994 due to related party.

As of November 30, 2019, our total assets were $120,383 comprised of: (i) current assets of $100,098; and (ii) equipment, net of depreciation of $20,285. The increase in total assets during the nine months ended November 30, 2019 from the fiscal year ended February 28, 2019 was due to an increase in cash, offset by decreases in prepaid expenses and deposits and the depreciated value of equipment.

As of November 30, 2019, our total liabilities were $3,577,176 comprised of current liabilities.

Stockholders’ deficit increased from $3,232,026 as of February 28, 2019 to $3,456,793 as of November 30, 2019.

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Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the nine months ended November 30, 2019, net cash flows used in operating activities was $526,163 compared to $849,529 for the nine months ended November 30, 2018.

Cash Flows from Financing Activities

Net cash flows provided from financing activities during the nine months ended November 30, 2019 was $639,907, which consisted of $364,907 in proceeds from loans and $275,000 in proceeds from the issuance of common stock. During the nine months ended November 30, 2018, cash flows provided by financing activities was $835,492, which consisted of $625,000 from the issuance of shares and $215,938 from the proceeds of loans, offset by $5,446 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.

On October 7, 2019, the Company entered into an agreement with a company who is to provide general financial advisory and investment banking services to the Company. The Company is to pay this company $5,000 per month for a period of six months. The monthly fee can be paid in cash or in shares at the Company’s option. If paid in shares of common stock of the Company, the shares shall be valued using the volume-weighted average price of the shares for the five trading days immediately preceding each monthly fee payment due date. The Company is to issue 2,500,000 shares of common of stock upon execution of the agreement (issued) and 2,500,000 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company will pay this company a commission of 8% of financing raised, a cash fee for unallocated expenses of 1% of the amount of financing raised, and issue agent’s warrants equal to 8% of the number of shares of common stock underlying the securities issued in the financing. Each agent’s warrant will be exercisable at an exercise price equal to the price of the securities issued to the investors in the financing expiring five years from the date of issuance.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the nine months ended November 30, 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 November 30, 2019, we had a working capital deficit of $3,477,078 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.

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Our auditor has issued a going concern opinion on our financial statements for the fiscal year ended February 28, 2019. Additionally, at November 30, 2019, the Company has a working capital deficit of $3,477,078, and has an accumulated deficit of $54,149,162 since inception. Furthermore, during the nine months ended November 30, 2019, the Company used $526,163 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.

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 nine months ended November 30, 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.

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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 November 30, 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

During the three months ended November 30, 2019, we issued shares of our common stock as follows:

· 4,500,000 shares were sold to 3 parties at $0.05 per share for proceeds of $225,000.

· 2,500,000 shares were issued to a company which will be providing financial advisory and investment banking services to the Company.

· 1,500,000 shares were issued in connection with an agreement to settle $75,000 of debt. The shares were fair valued at $96,000, based on the market price on the date of settlement.

· 2,000,000 shares were issued in connection with an agreement to settle $100,000 of debt. The shares were fair valued at $128,000, based on the market price on the date of settlement.

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 November 30, 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 November 4, 2019 filed herewith.

10.4		Debt Settlement Agreement dated November 4, 2019 filed herewith.

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.

January 17, 2020	By:	/s/ Richard Hue
		Richard Hue
		Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer and Director

EXHIBIT 10.3

ACKNOWLEDGMENT OF DEBT

SATISFACTION AND FULL RELEASE

THIS ACKNOWLEDGEMENT OF DEBT SATISFACTION AND FULL RELEASE (this “Release”) is made by and between Harbour Capital Management Group (the “Lender”), and flooidCX Corp., a Nevada corporation formerly known as Gripevine Inc. (the “Company”), on this 4th day of November, 2019.

WHEREAS, Lender made advanced funds to the Company from time to time; and

WHEREAS, Lender has verbally agreed to accept 1,500,000 shares of the Company’s

common stock (the “Shares”) as payment in full of $75,000 owed to Lender (the “Loan”); and

WHEREAS, the Loan is not evidenced by a promissory note;

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the parties mutually agree as follows:

1. Acknowledgment of Satisfaction; Release. Lender acknowledges and agrees that the Shares will be issued to Lender in full and complete satisfaction of any and all obligations of the Company arising in connection with the Loan. Lender hereby fully releases, remises and forever discharges the Company from any and all claims, demands, actions, and obligations which Lender now has, has ever had or may hereafter have against the Company on account of, arising out of or relating in any way to any matter, cause or event relating to the Loan.

2. Restricted Securities. Lender understands that the Shares are “restricted securities” under the federal securities laws inasmuch as they will be acquired in a transaction not involving a public offering, and that under such laws and applicable regulations, such securities may be resold without registration under the federal securities laws only in certain limited circumstances. Lender acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) or under any state securities laws, based in part upon Lender’s representations in this Agreement. The certificates for the Shares shall bear a legend restricting transfer under the federal securities laws, which shall be substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL WHICH IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED.

3. Accredited Investor. Lender represents, warrants and covenants to the Company that Lender is an “accredited investor,” as defined under Rule 501 of the Act, and that Lender is acquiring the Shares for Lender’s own account, not on behalf of others, and not with a view towards resale or distribution. Lender will not sell or otherwise distribute the Shares issuable hereunder without registration or an exemption from registration under the Act and the applicable securities laws of any state, as evidenced by an opinion of counsel to such effect. Lender is a sophisticated investor with knowledge and experience in financial and business matters that render it capable of evaluating and understanding this investment and its risks and, in making this investment, Lender has relied on its own independent investigation of the Company and has not relied on any offering materials or oral representations whatsoever.

4. No Hypothecation; Indemnification. Lender represents, warrants and covenants to the Company that it has not sold, assigned, pledged, hypothecated, donated or otherwise transferred the Loan or any interest therein to any third party.

5. Entire Release. This Release sets forth the entire understanding of the parties with regard to the matters contemplated hereunder and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, made by the parties or any officer, employee or representative of the parties.

6. Amendment. This Release may be amended only by a written instrument signed by the parties or their respective successors or assigns.

7. Governing Law. This Release and all amendments hereof and waivers and consents hereunder shall be governed by the internal laws of the State of Nevada, without regard to the conflicts of law principles thereof.

8. Counterparts. This Release may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party and delivered to the other party.

[The remainder of this page has been left blank intentionally.]

Page 2 of 3

This Acknowledgment of Debt Satisfaction and Full Release is dated and effective as of the date first written above.

Page 3 of 3

EXHIBIT 10.4

ACKNOWLEDGMENT OF DEBT

SATISFACTION AND FULL RELEASE

THIS ACKNOWLEDGEMENT OF DEBT SATISFACTION AND FULL RELEASE (this “Release”) is made by and between Red Trade Ventures (the “Lender”), and flooidCX Corp., a Nevada corporation formerly known as Gripevine Inc. (the “Company”), on this 4th day of November, 2019.

WHEREAS, Lender made advanced funds to the Company from time to time; and

WHEREAS, Lender has verbally agreed to accept 2,000,000 shares of the Company’s common stock (the “Shares”) as payment in full of $100,000 owed to Lender (the “Loan”); and

WHEREAS, the Loan is not evidenced by a promissory note;

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the parties mutually agree as follows:

6. Amendment. This Release may be amended only by a written instrument signed by the parties or their respective successors or assigns.

[The remainder of this page has been left blank intentionally.]

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This Acknowledgment of Debt Satisfaction and Full Release is dated and effective as of the date first written above.

Page 3 of 3

EXHIBIT 31.1

CERTIFICATION

I, Richard Hue, certify that:

I have reviewed this Quarterly Report on Form 10-Q of flooidCX Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 17, 2020	By:	/s/ Richard Hue
		Richard Hue
		President/Chief Executive Officer and
		Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of flooidCX Corp.(the “Company”) for the quarter ended November 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Hue, President/Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 17, 2020	By:	/s/ Richard Hue
		Richard Hue
		President/Chief Executive Officer and Chief Financial Officer

		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

	November 30, 2019 $			February 28, 2019 $

ASSETS
Cash		90,709			5,517
Prepaid expenses and deposits		9,389			18,458
Total Current Assets		100,098			23,975
Property and equipment (Note 3)		20,285			25,009
Total Assets		120,383			48,984

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities		128,868			121,300
Deferred revenue		15,000			–
Loans payable (Note 4)		2,694,314			2,526,650
Due to related party (Note 5)		738,994			633,060
Total Liabilities		3,577,176			3,281,010

Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 9)
Subsequent Event (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 147,103,318 and 136,603,318 shares issued and outstanding, respectively		147,103			136,353
Common stock issuable		10,000			10,000
Additional paid-in capital		50,284,331			48,250,116
Accumulated other comprehensive income		249,935			255,023
Deficit		(54,149,162	)		(51,884,518	)
Total Stockholders’ Deficit		(3,456,793	)		(3,232,026	)
Total Liabilities and Stockholders’ Deficit		120,383			48,984

	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		–			–			255,482
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	)		(3,616,569	)
Shares issued for cash		–		–		4,500,000		4,500		–		220,500		–			–			225,000
Fair value of shares issued pursuant to settlement of loans payable		–		–		3,500,000		3,500		–		220,500		–			–			224,000
Fair value of shares issued for services		–		–		2,500,000		2,500		–		170,000		–			–			172,500
Fair value of stock options granted		–		–		–		–		–		249,104		–			–			249,104
Foreign exchange translation loss		–		–		–		–		–		–		(3,100	)		–			(3,100	)
Net loss for the period		–		–		–		–		–		–		–			(707,728	)		(707,728	)
Balance, November 30, 2019		1,000,000		1,000		147,103,318		147,103		10,000		50,284,331		249,935			(54,149,162	)		(3,456,793	)

	Nine Months Ended November 30, 2019 $			Nine Months Ended November 30, 2018 $

Operating Activities
Net loss for the period		(2,264,644	)		(1,181,527	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		5,945			9,545
Loss on settlement of debt		49,000			–
Shares issued for services		172,500			–
Stock-based compensation		1,373,465			323,404
Changes in operating assets and liabilities:
Prepaid expenses and deposits		9,069			(5,227	)
Accounts payable and accrued liabilities		7,568			5,144
Deferred revenue		15,000			–
Due to related party		105,934			(868	)
Net Cash Used In Operating Activities		(526,163	)		(849,529	)

Investing Activities
Purchase of property and equipment		(1,450	)		(5,616	)
Net Cash Used in Investing Activities		(1,450	)		(5,616	)

Financing Activities
Proceeds from loans payable		364,907			215,938
Repayment of loans payable		–			(5,446	)
Proceeds from issuance of common stock		275,000			625,000

Net Cash Provided by Financing Activities		639,907			835,492
Effect of Foreign Exchange Rate Changes on Cash		(27,102	)		6,914
Change in Cash		85,192			(12,739	)
Cash, Beginning of Period		5,517			24,079
Cash, End of Period		90,709			11,340

Non-cash Investing and Financing Activities:
Shares issued to settle loans payable		224,000			–
Shares issued to settle accounts payable		–			93,482

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

MBE Holdings Inc.	Wholly-owned subsidiary
Resolution 1, Inc.	Wholly-owned subsidiary (effective November 30, 2019, this subsidiary was amalgamated with the Company)

	As at November 30, 2019 $			As at February 28, 2019 $

Computer equipment		37,040			37,377
Furniture and equipment		38,181			37,067

Total		75,221			74,444
Less: Accumulated depreciation		(54,936	)		(49,435	)
Net carrying value		20,285			25,009

	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, November 30, 2019		16,756,500		0.20		–

	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		5.25		0.20

	Nine months ended November 30, 2019			Nine months ended November 30, 2018

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

	·	4,500,000 shares were sold to 3 parties at $0.05 per share for proceeds of $225,000.

	·	2,500,000 shares were issued to a company which will be providing financial advisory and investment banking services to the Company.

	·	1,500,000 shares were issued in connection with an agreement to settle $75,000 of debt. The shares were fair valued at $96,000, based on the market price on the date of settlement.

	·	2,000,000 shares were issued in connection with an agreement to settle $100,000 of debt. The shares were fair valued at $128,000, based on the market price on the date of settlement.