FLCX flooidCX Corporation (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q 

 

(Mark One)

 

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

 

For the quarter ended November 30, 2020

 

OR

 

☐	TRANSITION 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)

 

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

 

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

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

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

 

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

 

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

 

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

 

As of January 14, 2021, there were 167,928,919 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		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		9
Item 4.	Controls and Procedures		9
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		10
Item 1A.	Risk Factors		10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		10
Item 3.	Defaults Upon Senior Securities		10
Item 4.	Mine Safety Disclosures		10
Item 5.	Other Information		10
Item 6.	Exhibits		11
SIGNATURES			12

 

2

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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 29, 2020 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.

 

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PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

FLOOIDCX CORP.

Condensed Consolidated Financial Statements

Three and Nine Months Ended November 30, 2020

(Expressed in US dollars)

(unaudited)

 

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

 

4

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FLOOIDCX CORP.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

 

		November 30, 2020 $				February 29, 2020 $
		(unaudited)
ASSETS
Cash			4,943				32,025
Accounts receivable			3,750				16,875
Prepaid expenses and deposits			14,665				18,312
Total Current Assets			23,358				67,212
Property and equipment (Note 3)			16,309				18,423
Operating lease right-of-use asset (Note 4)			4,479				39,138
Total Assets			44,146				124,773
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities			212,423				167,383
Operating lease liability (Note 4)			4,479				39,138
Loans payable (Note 5)			2,968,013				2,550,646
Due to related party (Note 6)			863,410				725,547
Total Current Liabilities			4,048,325				3,482,714
Loans payable (Note 5)			30,852				–
Total Liabilities			4,079,177				3,482,714
Commitment (Note 9)
Subsequent Event (Note 11)
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 167,928,919 and 163,133,318 shares issued and outstanding respectively			167,929				163,133
Common stock issuable			964				310
Additional paid-in capital			51,457,707				50,881,981
Accumulated other comprehensive income			155,717				285,988
Deficit			(55,818,348	)			(54,690,353	)
Total Stockholders’ Deficit			(4,035,031	)			(3,357,941	)
Total Liabilities and Stockholders’ Deficit			44,146				124,773

 

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

 

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FLOOIDCX CORP.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(Unaudited)

 

		Three Months Ended November 30, 2020 $				Three Months Ended November 30, 2019 $				Nine Months Ended November 30, 2020 $				Nine Months Ended November 30, 2019 $
Revenue			12,409				–				66,909				–
Expenses
General and administrative (Note 6)			24,954				342,650				335,322				730,209
Research and development (Note 6)			185,678				316,078				779,404				1,485,435
Total expenses			210,632				658,728				1,114,726				2,215,644
Loss before other expense			(198,223	)			(658,728	)			(1,047,817	)			(2,215,644	)
Other expenses
Financing costs			(29,484	)			–				(58,662	)			–
Loss on settlement of debt			(21,516	)			(49,000	)			(21,516	)			(49,000	)
Net loss for the period			(249,223	)			(707,728	)			(1,127,995	)			(2,264,644	)
Other comprehensive loss
Foreign currency translation loss			(18,956	)			(3,100	)			(130,271	)			(5,088	)
Comprehensive loss for the period			(268,179	)			(710,828	)			(1,258,266	)			(2,269,732	)
Net loss per share, basic and diluted			–				(0.01	)			(0.01	)			(0.02	)
Weighted average number of shares outstanding			166,769,780				140,213,208				164,746,459				137,685,136

 

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

 

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FLOOIDCX CORP.

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 29, 2020			1,000,000				1,000				163,133,318				163,133				310				50,881,981				285,988				(54,690,353	)			(3,357,941	)
Fair value of shares to be issued for services			–				–				–				–				504				8,563				–				–				9,067
Fair value of stock options granted			–				–				–				–				–				276,192				–				–				276,192
Foreign exchange translation gain			–				–				–				–				–				–				85,043				–				85,043
Net loss for the period																															(492,660	)			(492,660	)
Balance, May 31, 2020			1,000,000				1,000				163,133,318				163,133				814				51,166,736				371,031				(55,183,013	)			(3,480,299	)
Fair value of shares issued for services			–				–				1,313,971				1,314				(814	)			24,000				–				–				24,500
Fair value of shares to be issued for services			–				–				–				–				482				9,102				–				–				9,584
Fair value of stock options granted			–				–				–				–				–				118,115				–				–				118,115
Foreign exchange translation loss			–				–				–				–				–				–				(196,358	)			–				(196,358	)
Net loss for the period			–				–				–				–				–				–				–				(386,112	)			(386,112	)
Balance, August 31, 2020			1,000,000				1,000				164,447,289				164,447				482				51,317,953				174,673				(55,569,125	)			(3,910,570	)
Fair value of shares issued for services			–				–				–				–				964				8,677				–				–				9,641
Fair value of shares to be issued for services			–				–				481,630				482				(482	)			–				–				–				–
Fair value of shares issued as financing cost			–				–				1,500,000				1,500				–				24,000				–				–				25,500
Fair value of shares issued to settle debt			–				–				1,500,000				1,500				–				24,000				–				–				25,500
Fair value of stock options granted			–				–				–				–				–				83,077				–				–				83,077
Foreign exchange translation loss			–				–				–				–				–				–				(18,956	)			–				(18,956	)
Net loss for the period			–				–				–				–				–				–				–				(249,223	)			(249,223	)
Balance, November 30, 2020			1,000,000				1,000				167,928,919				167,929				964				51,457,707				155,717				(55,818,348	)			(4,035,031	)

 

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

 

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FLOOIDCX CORP.

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)

 

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FLOOIDCX CORP.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

 

		Nine Months Ended November 30, 2020 $				Nine Months Ended November 30, 2019 $
Operating Activities
Net loss for the period			(1,127,995	)			(2,264,644	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			4,077				5,945
Financing costs			54,678				–
Loss on settlement of debt			21,516				49,000
Shares issued/issuable for services			23,614				172,500
Stock-based compensation			477,384				1,373,465
Changes in operating assets and liabilities:
Accounts receivable			13,125				–
Prepaid expenses and deposits			3,647				9,069
Accounts payable and accrued liabilities			49,024				7,568
Deferred revenue			–				15,000
Due to related party			137,863				105,934
Net Cash Used in Operating Activities			(343,067	)			(526,163	)
Investing Activities
Purchase of property and equipment			(1,420	)			(1,450	)
Net Cash Used in Investing Activities			(1,420	)			(1,450	)
Financing Activities
Proceeds from loans payable			370,339				364,907
Repayment of loans payable			(28,090	)			–
Proceeds from issuance of common stock			–				275,000
Net Cash Provided by Financing Activities			342,249				639,907
Effect of Foreign Exchange Rate Changes on Cash			(24,844	)			(27,102	)
Change in Cash			(27,082	)			85,192
Cash, Beginning of Period			32,025				5,517
Cash, End of Period			4,943				90,709
Non-cash Investing and Financing Activities:
Shares issued to settle loans payable			–				224,000
Shares issued to settle accrued interest payable			25,500				–
Supplemental Disclosures:
Interest paid			–				–
Income taxes paid			–				–

 

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

 

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2020

(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 (the “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 Agreement, R1 became a wholly owned subsidiary of the Company.

 

As a result of the 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.

 

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.

 

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at November 30, 2020, the Company has a working capital deficit of $4,024,967, has an outstanding loan payable that is in default and has an accumulated deficit of $55,818,348 since inception. Furthermore, during the nine months ended November 30, 2020, the Company used $343,067 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.	Significant Accounting Policies

 

(a)

Basis of Presentation

  

These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and the following entities:

 

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

 

All inter-company balances and transactions have been eliminated.

 

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2020

(Expressed in U.S. Dollars)

(Unaudited)

 

2.	Significant Accounting Policies (continued)

 

(b)

Interim Financial Statements

 

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020. 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.

 

(c)

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. This update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022.

 

The Company 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

 

		November 30, 2020 $				February 29, 2020 $
Computer equipment			39,658				37,786
Furniture and equipment			38,924				36,651
Total			78,582				74,437
Less: accumulated depreciation			(62,273	)			(56,014	)
Net carrying value			16,309				18,423

 

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2020

(Expressed in U.S. Dollars)

(Unaudited)

 

4.

Leases

      

On September 1, 2019, the Company entered into an agreement to extend its premises lease term expiry date from December 31, 2019 to December 31, 2020. The modification did not grant an additional right of use to the Company. Effective September 1, 2019, the Company reassessed the classification of the lease and measured the lease liability and ROU asset on the basis of the 16-month remaining lease term and its incremental borrowing rate of 27.5%.

 

		Nine months ended November 30, 2020				Nine months ended November 30, 2019
Components of lease expense were as follows:
Operating lease cost			23,054				–
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			23,054				–
		November 30, 2020 $				February 29, 2020 $
Supplemental balance sheet information related to leases was as follows:
Operating leases
Operating lease right-of-use assets			4,479				39,138
Operating lease liabilities			4,479				39,138
Maturities of lease liabilities are as follows:
Year Ending February 28,		Operating Leases
2021			4,582				44,773
Total lease payments			4,582				44,773
Less: imputed interest			(103	)			(5,635	)
Total			4,479				39,138

 

5.	Loans Payable

 

	(a)	As at November 30, 2020, the Company owed $2,187,676 (February 29, 2020 – $2,112,229) which is non-interest bearing, unsecured, and due on demand.
	(b)	As at November 30, 2020, the Company owed $471,817 (February 29, 2020 - $438,417) which is non-interest bearing, unsecured, and due on demand.
	(c)	As at November 30, 2020, the Company owed $115,695 (February 29, 2020 - $nil) under a loan agreement dated June 17, 2020 which is unsecured, bears interest at 5% per annum, and has a 2% penalty fee for non-repayment on the due date which was July 31, 2020. The penalty fee is calculated at time of repayment and is based on the principal amount outstanding and any accrued interest thereon. As consideration for making the loan, the Company issued 500,000 shares of common stock with a fair value of $24,500 and granted 250,000 stock options with a fair value of $4,678 exercisable at $0.20 per share expiring on June 17, 2023. On October 5, 2020, 2020, the Company issued 1,500,000 shares of common stock with a fair value of $25,500 as payment for $3,984 interest and penalties due on this loan and extension of the maturity date of the loan to November 25, 2020, resulting in a loss on settlement of debt of $21,516. Refer to Note 7.

 

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2020

(Expressed in U.S. Dollars)

(Unaudited)

  

5.	Loans Payable (continued)

  

	(d)	As at November 30, 2020, the Company owed $192,825 (February 29, 2020 - $nil) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 50,000,000 shares of common stock of the Company owned by the President of the Company. The Company issued 1,500,000 shares of common stock in lieu of any interest and late payment penalties. Refer to Note 7(c).
	(e)	As at November 30, 2020, the Company owed $30,852 (February 29, 2020 – $nil) for a government backed loan to assist businesses during the COVID-19 pandemic. The loan is unsecured and non-interest bearing for the initial term until December 31, 2022 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven.

  

6.	Related Party Transactions

  

	(a)	As at November 30, 2020, the Company owed $863,410 (February 29, 2020 – $725,547) to the President of the Company which is unsecured, non-interest bearing, and due on demand.
	(b)	During the nine months ended November 30, 2020, the Company incurred $133,056 (2019 – $135,522) in research and development fees to the President of the Company.
	(c)	As at November 30, 2020, the Company owed $23,670 (February 29, 2020 – $nil) to the Chief Operating Officer (“COO”) of the Company which is included in accounts payable and accrued liabilities. The balance owing is unsecured, non-interest bearing, and due on demand.
	(d)	During the nine months ended November 30, 2020, the Company incurred $30,069 (2019 – $28,272) in research and development fees to the Chief Operating Officer (“COO”) of the Company.
	(e)	During the nine months ended November 30, 2020, the Company incurred $16,927 (2019 - $6,400) in general and administrative fees to the office manager who is also the spouse of the President of the Company.
	(f)	During the nine months ended November 30, 2020, the Company recognized stock-based compensation of $379,521 (2019 - $975,108) in research and development expenses to the President, COO, and directors of the Company. The Company also recognized stock-based compensation of $93,163 (2019 - $261,652) in general and administrative expenses to the spouse of the President of the Company.

 

7.	Common Stock

 

	(a)	On November 30, 2020, the Company authorized the issuance of 964,135 shares of common stock with a fair value of $9,641 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at November 30, 2020, these shares remain to be issued.
	(b)	On October 5, 2020, the Company issued 1,500,000 shares of common stock with a fair value of $25,500 to a third party to settle accrued interest and late penalties owing for the loan payable described in Note 5(c). The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization.
	(c)	On October 5, 2020, the Company issued 1,500,000 shares of common stock with a fair value of $25,500 in lieu of any interest and late payment penalties for the loan payable described in Note 5(d). The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization.
	(d)	On August 31, 2020, the Company issued 481,630 shares of common stock with a fair value of $9,584 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization.
	(e)	On June 17, 2020, the Company issued 500,000 shares of common stock with a fair value of $24,500 to a third party under the terms of a loan agreement with the third party. The fair value of common stock was determined based on the end of day trading price of the Company on the date of issuance. Refer to Note 5(c).

 

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2020

(Expressed in U.S. Dollars)

(Unaudited)

   

7.	Common Stock (continued)

 

	(f)	On May 31, 2020, the Company issued 503,696 shares of common stock with a fair value of $9,067 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization.
	(g)	On February 29, 2020, the Company authorized the issuance of 310,275 shares of common stock with a fair value of $9,308 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. The shares were issued on March 1, 2020.

  

8.	Stock Options

  

The following table summarizes the continuity of stock options:

 

		Number of options				Weighted average exercise price $				Aggregate intrinsic value $
Balance, February 29, 2020			18,256,500				0.20				–
Granted			4,750,000				0.20
Expired			(420,000	)			0.20
Balance, November 30, 2020			22,586,500				0.20				–

 

Additional information regarding stock options outstanding as at November 30, 2020 is as follows:

 

				Outstanding												Exercisable
Range of exercise prices $				Number of options				Weighted average remaining contractual life (years)				Weighted average exercise price $				Number of  options				Weighted average exercise price $
	0.20				22,586,500				4.4				0.20				19,336,500				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, 2020				Nine months ended November 30, 2019
Risk-free interest rate			0.27	%			2.12	%
Expected life (in years)			4.9				5
Expected volatility			284	%			245	%

 

The fair value of stock options recognized during the nine months ended November 30, 2020 was $477,384 (2019 - $1,373,465), 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, 2020 was $0.20 (2019 – $0.20) per option.

 

 

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FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2020

(Expressed in U.S. Dollars)

(Unaudited)

 

9.	Commitment

  

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. In addition, 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.

 

On November 20, 2020, the Company entered into a settlement and release agreement with the consultant. All outstanding fees owing to the consultant have been waived and the consultant is to return 2,000,000 shares of common stock.

 

10.

Revenue

 

During the nine months ended November 30, 2020, the Company recognized revenue from website consulting and maintenance services transferred over time.

 

11.	Subsequent Event

 

On December 1, 2020, the Company entered into a loan agreement with a third party for Cdn$30,000. The loan bears interest at 5% per annum and a six-month maturity. In case of non re-payment by maturity date, interest will be 12% per annum on any unpaid principal and accrued interest. On December 24, 2020, the Company received additional financing of $120,000 from another third party.

  

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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 29, 2020. 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.

 

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 condensed consolidated financial statements, including our wholly-owned subsidiaries. These discussions summarize our unaudited interim condensed consolidated financial statements for the three and nine-month periods ended November 30, 2020, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended February 29, 2020 and notes thereto included in the Form 10-K filed with the SEC on June 16, 2020.

 

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 unaudited interim condensed consolidated 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, 2020 Compared to Three-Month Period Ended November 30, 2019

 

Revenue. We generated revenues of $12,409 for the quarter ended November 30, 2020, as compared to $0 for the comparable period in 2019.

 

Operating expenses: During the quarter ended November 30, 2020, we incurred operating expenses in the amount of $210,632 compared to operating expenses incurred during quarter ended November 30, 2019 of $658,728 (a decrease of $448,096). Operating expenses include: (i) general and administrative of $24,954 (2019: $342,650); and (ii) research and development of $185,678 (2019: $316,078). General and administrative expenses decreased by $317,696, reflecting the reduction of stock-based compensation for general and administration services in 2020 as compared to 2019. Research and development expenses decreased by $130,400 due to the reduction of stock-based compensation for research and development services in 2020 as compared to 2019.

 

Net loss. Accordingly, this resulted in a net loss of $249,223, or $0.00 per share for three months ended November 30, 2020 compared to a net loss of $707,728 or $0.01 per share for the three months ended November 30, 2019. The weighted average number of shares outstanding was 166,769,780 and 140,213,208 for the three months ended November 30, 2020 and 2019, respectively.

 

Nine-Month Period Ended November 30, 2020 Compared to Nine-Month Period Ended November 30, 2019

 

Revenue. We generated revenues of $66,909 for the nine months ended November 30, 2020, as compared to $0 for the comparable period in 2019.

 

Operating expenses: During the nine months ended November 30, 2020, we incurred operating expenses in the amount of $1,114,726 compared to operating expenses incurred during nine months ended November 30, 2019 of $2,215,644 (a decrease of $1,100,918). Operating expenses include: (i) general and administrative of $335,322 (2019: $730,209); and (ii) research and development of $779,404 (2019: $1,485,435). General and administrative expenses decreased by $394,887, reflecting the reduction of stock-based compensation for general and administrations services in 2020 as compared to 2019. Research and development expenses decreased by $706,031 due to the reduction of stock-based compensation for research and development services in 2020 as compared to 2019.

 

Net loss. Accordingly, this resulted in a net loss of $1,127,995, or $0.01 per share for nine months ended November 30, 2020 compared to a net loss of $2,264,644 or $0.01 per share for the nine months ended November 30, 2019. The weighted average number of shares outstanding was 164,746,459 and 137,685,136 for the nine months ended November 30, 2020 and 2019, respectively.

 

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Liquidity and Capital Resources

 

As of November 30, 2020

 

As at November 30, 2020, our current assets were $23,358 and our current liabilities were $4,048,325, which resulted in a working capital deficit of $4,024,967 (February 29, 2020 - $3,415,502). As of November 30, 2020, current assets were comprised of: (i) $4,943 in cash; (ii) $3,750 in accounts receivable; and (iii) $14,665 in prepaid expenses and deposits. As at November 30, 2020, current liabilities were comprised of: (i) $212,423 in accounts payable and accrued liabilities; (ii) $2,968,013 in loans payable; (iii) $863,410 due to related parties and (iv) $4,479 in operating lease liability.

 

As of the November 30, 2020, our total assets were $44,146 comprised of: (i) current assets of $23,358; (ii) property and equipment, net of depreciation of $16,309; and $4,479 in operating lease right-of-use asset. The decrease in total assets during nine months ended November 30, 2020 from fiscal year ended February 29, 2020 was due primarily to decreases in cash, accounts receivable and operating lease right-of-use asset.

 

As of November 30, 2020, our total liabilities were $4,079,177 comprised of current liabilities of $4,048,325 and loans payable of $30,852.

 

Stockholders’ deficit increased from $3,357,941 as at February 29, 2020 to $4,035,031 as at November 30, 2020.

 

Cash Flows from Operating Activities

 

We have generated negative cash flows from operating activities. For the nine months ended November 30, 2020, net cash flows used in operating activities was $343,067 compared to $526,163 for the nine months ended November 30, 2019.

 

Cash Flows from Investing Activities

 

We used cash of $1,420 (2019: $1,450) in investing activities during the nine months ended November 30, 2020 and 2019 for the purchase of property and equipment.

 

Cash Flows from Financing Activities

 

Net cash flows provided from financing activities during the nine months ended November 30, 2020 was $342,249, which consisted of $370,339 in proceeds from loans, offset by repayment of loans payable in the amount of $28,090. During the nine months ended November 30, 2019, cash flows provided by financing activities was $639,907, which consisted of $364,907 in proceeds from loans and $275,000 in proceeds from the issuance of common stock.

 

Material Commitments

 

The balances due to related parties and shareholder are interest free, unsecured and are repayable on demand. The balances due to related parties and shareholders are mainly in connection with the services and financing provided for the development of an online complaint resolution platform.

 

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Off-Balance Sheet Arrangements

 

There were no off-balance sheet arrangements during the nine months ended November 30, 2020 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, 2020, we had a working capital deficit of $4,024,967 and we will require additional financing in order to enable us to proceed with our plan of operations.

 

Thus far, we believe that COVID-19 has not impacted our business negatively. As more businesses adopt virtual office operation models due to the risk of the virus, such adoption may in fact present us with more opportunities to offer businesses cost-effective, cloud-based solutions.

 

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

 

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

 

Our auditor has issued a going concern opinion. 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.

 

In August 2019, we entered into an agreement for financial advisory and investment banking services and issued 2,500,000 shares of our common stock with a fair value of $172,500 as partial compensation for these services. We agreed to pay $5,000 per month for a period of six months, which payment could be paid in cash or in shares at our option. We also agreed to issue an additional 2,500,000 shares upon an uplisting of our common stock to a national exchange. Additional compensation, consisting of a cash commission, cash payment for expenses, and common stock purchase warrants, would be paid upon achieving financing.  We terminated this agreement in November 2020, with all unpaid fees being waived and 2,000,000 of the 2,500,000 shares being returned.

 

Recent Accounting Pronouncements

 

As reflected in Note 2 of the Notes to the Condensed Consolidated Financial Statements, there have been recent accounting pronouncements or changes in accounting pronouncements that impacted the nine months ended November 30, 2020 or which are expected to impact future periods as follows:

 

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. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022.

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of November 30, 2020. 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, 2020, we issued 1,500,000 shares of common stock with a fair value of $25,500 as payment in full of the accrued and unpaid interest, late penalty, and extension of maturity date to a third party under the terms of a loan agreement; 1,500,000 shares of common stock with a fair value of $25,500 in lieu of any interest and late payment penalties on a new loan agreement with a third party; and 481,630 shares of common stock with a fair value of $9,584 to the Chief Operating Officer of the Company for past services.

 

The securities referenced above will be 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 recipient acknowledges that the securities to be issued have not been registered under the Securities Act, that he understands the economic risk of an investment in the securities, and that he has 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, 2020 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.
10.1		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.
10.2		Debt Settlement Agreement dated November 4, 2019 incorporated herewith as filed as an Exhibit to the Quarterly Report on Form 10-Q on January 17, 2020.
10.3		Debt Settlement Agreement dated November 4, 2019 incorporated herewith as filed as an Exhibit to the Quarterly Report on Form 10-Q on January 17, 2020.
10.4		Loan Agreement and Promissory Note dated June 17, 2020 incorporated herewith as filed as an Exhibit to the Quarterly Report on Form 10-Q on October 20, 2020.
10.5		Loan Agreement and Promissory Note dated October 5, 2020
31.1		Certification of Principal Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
101**		Interactive data files pursuant to Rule 405 of Regulation S-T.

____________ 

**

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

 

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SIGNATURES

 

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

 

	flooidCX Corp.
Date: January 14, 2021	By:	/s/ Richard Hue
		Richard Hue
		Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer and Director

 

 

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