10-Q

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, 2021

OR

☐ 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 RoadOakville, 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, 2022, there were 2,020,871 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	8
Item 4.	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings
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

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, 2021 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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLOOIDCX CORP.

Condensed Consolidated Financial Statements

Three and Nine Months Ended November 30, 2021 and 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

FLOOIDCX CORP.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

	November 30, 2021 $			February 28, 2021 $
	(unaudited)
ASSETS
Cash		7,059			1,251
Accounts receivable		-			7,380
Prepaid expenses and deposits		10,009			7,741
Total Current Assets		17,068			16,372
Property and equipment (Note 3)		12,987			15,412
Total Assets		30,055			31,784
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities (Note 5)		283,814			282,760
Loans payable (Note 4)		3,332,249			3,143,792
Due to related parties (Note 5)		1,121,527			945,220
Total Liabilities		4,737,590			4,371,772
Commitments (Note 8)
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 2,020,871 and 1,976,218 shares issued and outstanding, respectively		2,021			1,976
Common stock issuable (Note 5)		9,772			19,497
Additional paid-in capital		51,874,206			51,728,412
Accumulated other comprehensive income		115,162			74,510
Deficit		(56,709,696	)		(56,165,383	)
Total Stockholders’ Deficit		(4,707,535	)		(4,339,988	)
Total Liabilities and Stockholders’ Deficit		30,055			31,784

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

F-1

FLOOIDCX CORP.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(Unaudited)

	Three Months Ended November 30, 2021 $			Three Months Ended November 30, 2020 $			Nine Months Ended November 30, 2021 $			Nine Months Ended November 30, 2020 $
Revenue		41,280			12,409			53,953			66,909
Expenses
General and administrative (Note 5)		83,482			24,954			244,513			335,322
Research and development (Note 5)		86,233			185,678			346,119			779,404
Total expenses		169,715			210,632			590,632			1,114,726
Loss before other expenses		(128,435	)		(198,223	)		(536,679	)		(1,047,817	)
Other expenses
Financing costs		(3,854	)		(29,484	)		(7,634	)		(58,662	)
Loss on settlement of debt		-			(21,516	)		-			(21,516	)
Net loss for the period		(132,289	)		(249,223	)		(544,313	)		(1,127,995	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)		58,144			(18,956	)		40,652			(130,271	)
Comprehensive loss for the period		(74,145	)		(268,179	)		(503,661	)		(1,258,266	)
Net loss per share, basic and diluted		(0.07	)		(0.10	)		(0.28	)		(0.58	)
Weighted average number of shares outstanding		1,961,587			1,961,997			1,958,740			1,938,194

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

F-2

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, 2021		1,000,000		1,000		1,976,218			1,976			19,497			51,728,412		74,510			(56,165,383	)		(4,339,988	)
Shares returned and cancelled		-		-		(23,561	)		(23	)		-			23		-			-			-
Fair value of shares to be issued for services		-		-		-			-			10,355			-		-			-			10,355
Fair value of stock options granted		-		-		-			-			-			89,887		-			-			89,887
Foreign exchange translation loss		-		-		-			-			-			-		(198,558	)		-			(198,558	)
Net loss for the period		-		-		-			-			-			-		-			(280,378	)		(280,378	)
Balance, May 31, 2021		1,000,000		1,000		1,952,657			1,953			29,852			51,818,322		(124,048	)		(56,445,761	)		(4,718,682	)
Fair value of shares to be issued for services		-		-		-			-			9,908			-		-			-			9,908
Fair value of stock options granted		-		-		-			-			-			5,718		-			-			5,718
Foreign exchange translation gain		-		-		-			-			-			-		181,066			-			181,066
Net loss for the period		-		-		-			-			-			-		-			(131,646	)		(131,646	)
Balance, August 31, 2021		1,000,000		1,000		1,952,657			1,953			39,760			51,824,040		57,018			(56,577,407	)		(4,653,636	)
Fair value of shares to be issued for services		-		-		-			-			9,772			-		-			-			9,772
Shares issued for services		-		-		68,214			68			(39,760	)		39,692		-			-			-
Fair value of stock options granted		-		-		-			-			-			10,474		-			-			10,474
Foreign exchange translation gain		-		-		-			-			-			-		58,144			-			58,144
Net loss for the period		-		-		-			-			-			-		-			(132,289	)		(132,289	)
Balance, November 30, 2021		1,000,000		1,000		2,020,871			2,021			9,772			51,874,206		115,162			(56,709,696	)		(4,707,535	)

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

F-3

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 29, 2020		1,000,000		1,000		1,919,795		1,919		9,308			51,034,197		285,988			(54,690,353	)		(3,357,941	)
Fair value of shares to be issued for services		-		-		-		-		9,067			-		-			-			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		1,919,795		1,919		18,375			51,310,389		371,031			(55,183,013	)		(3,480,299	)
Fair value of shares issued for services		-		-		15,458		15		(18,375	)		18,360		-			-			-
Fair value of shares to be issued for services		-		-		-		-		9,584			-		-			-			9,584
Fair value of shares issued as financing cost		-		-		-		-		-			24,500		-			-			24,500
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		1,935,253		1,934		9,584			51,471,364		174,673			(55,569,125	)		(3,910,570	)
Fair value of shares issued for services		-		-		-		-		9,641			-		-			-			9,641
Fair value of shares to be issued for services		-		-		5,666		6		(9,584	)		9,578		-			-			-
Fair value of shares issued as financing cost		-		-		17,647		18		-			25,482		-			-			25,500
Fair value of shares issued to settle debt		-		-		17,647		17		-			25,483		-			-			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		1,975,213		1,975		9,641			51,614,984		155,717			(55,818,348	)		(4,035,031	)

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

F-4

FLOOIDCX CORP.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

	Nine Months Ended November 30, 2021 $			Nine Months Ended November 30, 2020 $
Operating Activities
Net loss for the period		(544,313	)		(1,127,995	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,172			4,077
Financing costs		7,634			54,678
Loss on settlement of debt		-			21,516
Stock-based compensation		136,114			500,998
Changes in operating assets and liabilities:
Accounts receivable		7,380			13,125
Prepaid expenses and deposits		(2,268	)		3,647
Accounts payable and accrued liabilities		(6,580	)		49,024
Due to related parties		84,201			137,863
Net Cash Used in Operating Activities		(314,660	)		(343,067	)
Investing Activities
Purchase of property and equipment		(816	)		(1,420	)
Net Cash Used in Investing Activities		(816	)		(1,420	)
Financing Activities
Proceeds from loans payable		202,607			370,339
Repayment of loans payable		-			(28,090	)
Proceeds from related party loans		102,967			-
Net Cash Provided by Financing Activities		305,574			342,249
Effect of Foreign Exchange Rate Changes on Cash		15,710			(24,844	)
Change in Cash		5,808			(27,082	)
Cash, Beginning of Period		1,251			32,025
Cash, End of Period		7,059			4,943
Non-cash Investing and Financing Activities:
Shares issued to settle financing cost payable		-			25,500
Supplemental Disclosures:
Interest paid		-			-
Income taxes paid		-			-

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

F-5

FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2021

(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 March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, have 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, 2021, the Company has a working capital deficit of $4,720,522 and an accumulated deficit of $56,709,696 since inception. As at November 30, 2021, the Company is in default of certain loans payable (refer to Note 4). Furthermore, during the nine months ended November 30, 2021, the Company used $314,660 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 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 consolidated financial statements include the accounts of the Company and the following entities:

	All inter-company balances and transactions have been eliminated.
(b)	Interim Financial Statements
	The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021. 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.

F-6

FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2021

(Expressed in U.S. Dollars)

(Unaudited)

2. Significant Accounting Policies (continued)

(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, 2021 $			February 28, 2021 $
Computer equipment		40,193			40,532
Furniture and equipment		40,244			39,782
Total		80,437			80,314
Less: accumulated depreciation		(67,450	)		(64,902	)
Net carrying value		12,987			15,412

4. Loans Payable

(a)	As at November 30, 2021, the Company owed $2,278,537 (February 28, 2021 – $2,235,893) which is non-interest bearing, unsecured, and due on demand.
(b)	As at November 30, 2021, the Company owed $576,854 (February 28, 2021 – $442,802) which is unsecured, non-interest bearing, unsecured, and due on demand.
(c)	As at November 30, 2021, the Company owed $117,255 (February 28, 2021 - $118,245) 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 5,882 shares of common stock with a fair value of $24,500 and granted 2,941 stock options with a fair value of $11,835 exercisable at $17.00 per share expiring on June 17, 2023. On October 5, 2020, the Company issued 17,648 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.
(d)	As at November 30, 2021, the Company owed $195,425 (February 28, 2021 - $197,075) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company. The Company issued 17,648 shares of common stock in lieu of any interest and late payment penalties.
(e)	As at November 30, 2021, the Company owed $93,824 (February 28, 2021 - $94,596) under a loan agreement dated December 1, 2020. The loan is unsecured, non-interest bearing, unsecured, and due on demand.
(f)	As at November 30, 2021, the Company owed $23,452 (February 28, 2021 - $23,649) under a loan agreement dated December 1, 2020 which is unsecured, bears interest at 5% per annum, and had a maturity date of June 1, 2021. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date.

F-7

FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2021

(Expressed in U.S. Dollars)

(Unaudited)

4. Loans Payable (continued)

(g) As at November 30, 2021, the Company owed $46,902 (February 28, 2021 - $31,532) 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. The loan has been classified as a current liability as the Company has some uncertainty around meeting all of the eligibility requirements.

5. Related Party Transactions

(a)	As at November 30, 2021, the Company owed $1,004,445 (February 28, 2021 – $930,020) to the President of the Company which is unsecured, non-interest bearing, and due on demand.
(b)	As at November 30, 2021, the Company owed $117,082 (February 28, 2021 - $15,200) under various loan agreements which are unsecured, bear interest at 5% per annum, and have different maturity dates respectively. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. Interest is accrued until final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the President of the Company.
(c)	As at November 30, 2021, the Company owed $27,792 (February 28, 2021 - $28,028) to the Chief Operating Officer (“COO”) of the Company. The amount owing is included in accounts payable and accrued liabilities. During the nine months ended November 30, 2021, the Company incurred $30,676 (2020 – $30,069) in research and development fees to the COO of the Company.
(d)	During the nine months ended November 30, 2021, the Company incurred $144,360 (2020 – $133,056) in research and development fees to the President of the Company.
(e)	During the nine months ended November 30, 2021, the Company incurred $18,045 (2020 - $16,927) in administrative fees included in general and administrative to the office manager who is also the spouse of the President of the Company.
(f)	During the nine months ended November 30, 2021, the Company recognized stock-based compensation of $117,826 (2020 - $379,521) to the President, COO of the Company, and directors of the Company. The Company also recognized stock-based compensation of $18,561 (2020 - $93,163) in general and administrative to the spouse of the President of the Company.

6. Common Stock

(a)	On November 30, 2021, the Company authorized the issuance of 16,342 shares of common stock with a fair value of $9,772 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, 2021, these shares remain to be issued.
(b)	On August 31, 2021, the Company authorized the issuance of 30,391 shares of common stock with a fair value of $9,908 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, 2021, these shares have been issued
(c)	On May 31, 2021, the Company authorized the issuance of 19,910 shares of common stock with a fair value of $10,355 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, 2021, these shares have been issued.
(d)	On February 28, 2021, the Company authorized the issuance of 6,570 shares of common stock with a fair value of $9,856 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, 2021, these shares have been issued.
(e)	On November 30, 2020, the Company authorized the issuance of 11,343 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, 2021, these shares have been issued.

F-8

FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2021

(Expressed in U.S. Dollars)

(Unaudited)

7.	Stock Options
	The following table summarizes the continuity of stock options:

	Number of options		Weighted average exercise price $		Aggregate intrinsic value $
Balance, February 28, 2021		283,368		17.00		-
Granted		52,941		17.00
Balance, November 30, 2021		336,309		17.00		-

Additional information regarding stock options outstanding as at November 30, 2021 is as follows:

		Outstanding						Exercisable
Range of exercise prices $		Number of shares		Weighted average remaining contractual life (years)		Weighted average exercise price $		Number of shares		Weighted average exercise price $
	17.00		336,309		3.8		17.00		336,309		17.00

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, 2021			Nine months ended November 30, 2020
Risk-free interest rate		0.90	%		0.27	%
Expected life (in years)		5			5
Expected volatility		284	%		284	%

The fair value of stock options recognized during the nine months ended November 30, 2021 was $106,103 (2020 - $477,384), 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, 2021 was $0.48 (2020 – $17.00) per option.

8. Commitments

(a)

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 was to pay this company $5,000 per month for a period of six months. In addition, The Company was to issue 29,412 shares of common of stock upon execution of the agreement (issued) and 29,412 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company would 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 were waived and the consultant was to return 23,561 shares of common stock. During the nine months ended November 30, 2021, these shares were returned and cancelled.

(b) On December 1, 2019, the Company entered into a one-year agreement with the COO of the Company whereby the Company has agreed to pay the COO annual compensation of Cdn$100,000 and grant 17,647 stock options exercisable at $17.00 per share of common stock at the end of every quarter. The annual compensation is to be paid as follows: Cdn$50,000 payable in cash broken down into monthly payments and Cdn$50,000 payable in equivalent shares of common stock of the Company on the last business day of each quarter. As at November 30, 2021, the agreement has not been terminated and so is deemed to have renewed for a further one year period.

F-9

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, 2021. 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 (pre-reverse split) 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 our 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 (pre-reverse split) 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.

On January 27, 2021, the Company’s common stock began trading on a 1-for-85 reverse stock split basis.

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

5

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, 2021, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended February 28, 2021 and notes thereto included in the Form 10-K filed with the SEC on June 16, 2021.

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, 2021 Compared to Three-Month Period Ended November 30, 2020

Revenue. We generated revenues of $41,280 for the three months ended November 30, 2021, as compared to $12,409 for the comparable period in 2020.

Operating expenses. During the quarter ended November 30, 2021, we incurred operating expenses in the amount of $169,715 compared to operating expenses incurred during quarter ended November 30, 2020 of $210,632 (a decrease of $40,917). Operating expenses include: (i) general and administrative of $83,482 (2020: $24,954); and (ii) research and development of $86,233 (2020: $185,678). General and administrative expenses increased by $58,528, due primarily to some reclassification of expenses during the quarter ended November 30, 2020 to financial cost. Research and development expenses decreased by $99,445, due to a reduction in external consultants and decrease in stock-based compensation to the President and directors of the Company.

Net loss. The Company had a net loss of $132,289 or $0.07 per share for three months ended November 30, 2021 compared to a net loss of $249,223 or $0.10 per share for the three months ended November 30, 2020.

Nine-Month Period Ended November 30, 2021 Compared to Nine-Month Period Ended November 30, 2020

Revenue. We generated revenues of $53,953 for the nine months ended November 30, 2021, as compared to $66,909 for the comparable period in 2020.

Operating expenses. During the nine months ended November 30, 2021, we incurred operating expenses in the amount of $590,632 compared to operating expenses incurred during nine months ended November 30, 2020 of $1,114,726 (a decrease of $524,094). Operating expenses include: (i) general and administrative of $244,513 (2020: $335,322); and (ii) research and development of $346,119 (2020: $779,404). General and administrative expenses decreased by $90,809, due primarily to a decrease in stock-based compensation for administrative staff. Research and development expenses decreased by $433,285, due to a reduction in external consultants and decrease in stock-based compensation to the President and directors of the Company.

Net loss. The Company had a net loss of $544,313 or $0.28 per share for nine months ended November 30, 2021 compared to a net loss of $1,127,995 or $0.58 per share for the nine months ended November 30, 2020.

Liquidity and Capital Resources

As of November 30, 2021

As at November 30, 2021, our current assets were $17,068 and our current liabilities were $4,737,590, which resulted in a working capital deficit of $4,720,522 (February 28, 2021 - $4,355,400).

6

Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the nine months ended November 30, 2021, net cash flows used in operating activities was $314,660 compared to $343,067 for the nine months ended November 30, 2020.

Cash Flows from Investing Activities

We used $816 of cash in investing activities during the nine months ended November 30, 2021 (2020: $1,420) 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, 2021 was $305,574, which consisted of proceeds from loans from a third party and a related party. During the nine months ended November 30, 2020, cash flows provided by financing activities was $342,249, which consisted of $370,339 in proceeds from loans, offset by repayment of loans payable in the amount of $28,090.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the nine months ended November 30, 2021 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, 2021, we had a working capital deficit of $4,720,522 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 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.

7

Recent Accounting Pronouncements

As reflected in Note 2 of the Notes to the Interim Consolidated Financial Statements, there have been recent accounting pronouncements or changes in accounting pronouncements that impacted the nine months ended November 30, 2021 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.

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, 2021. 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.

8

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, 2021, we authorized the issuance of 16,342 shares of common stock with a fair value of $9,772 to the Chief Operating Officer of the Company for past services. These shares have not yet been issued.

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, 2021 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.

9

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	March 2, 2021 loan agreement for $53,000 incorporated herewith as filed as an Exhibit to the Form 10-Q on July 15, 2021.
10.3	March 15, 2021 loan agreement for Cdn$100,000 incorporated herewith as filed as an Exhibit to the Form 10-Q on July 15, 2021.
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.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

____________ 

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

10

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 14, 2022	By:	/s/ Richard Hue
		Richard Hue
		Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer and Director

11

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Richard Hue, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of flooidCX Corp.;
2.	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;
3.	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;
4.	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

5. 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 14, 2022	By:	/s/ Richard Hue
		Richard Hue President/Chief Executive Officer and Chief Financial Officer

EX-32.1

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, 2021, 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 14, 2022	By:	/s/ Richard Hue
		Richard Hue
		President/Chief Executive Officer and Chief Financial Officer

XML

Cover - shares	9 Months Ended
	Nov. 30, 2021	Jan. 14, 2022
Cover [Abstract]
Entity Registrant Name	flooidCX Corp.
Entity Central Index Key	0001609988
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Nov. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		2,020,871
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	000-55965
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	35-2511643
Entity Address Address Line 1	1282A Cornwall Road
Entity Address City Or Town	Oakville
Entity Address Country	CA
Entity Address Postal Zip Code	L6J 7W5
City Area Code	855
Local Phone Number	535-6643

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Condensed Consolidated Balance Sheets - USD ($)	Nov. 30, 2021	Feb. 28, 2021
ASSETS
Cash	$ 7,059	$ 1,251
Accounts receivable	0	7,380
Prepaid expenses and deposits	10,009	7,741
Total Current Assets	17,068	16,372
Property and equipment (Note 3)	12,987	15,412
Total Assets	30,055	31,784
Current Liabilities
Accounts payable and accrued liabilities (Note 5)	283,814	282,760
Loans payable (Note 4)	3,332,249	3,143,792
Due to related parties (Note 5)	1,121,527	945,220
Total Liabilities	4,737,590	4,371,772
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 2,020,871 and 1,976,218 shares issued and outstanding, respectively	2,021	1,976
Common stock issuable (Note 5)	9,772	19,497
Additional paid-in capital	51,874,206	51,728,412
Accumulated other comprehensive income	115,162	74,510
Deficit	(56,709,696)	(56,165,383)
Total Stockholders' Deficit	(4,707,535)	(4,339,988)
Total Liabilities and Stockholders' Deficit	$ 30,055	$ 31,784

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2021	Feb. 28, 2021
Stockholders' Deficit
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	2,020,871	1,976,218
Common stock, shares outstanding	2,020,871	1,976,218

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2021	Nov. 30, 2020	Nov. 30, 2021	Nov. 30, 2020
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenue	$ 41,280	$ 12,409	$ 53,953	$ 66,909
Expenses
General and administrative (Note 5)	83,482	24,954	244,513	335,322
Research and development (Note 5)	86,233	185,678	346,119	779,404
Total expenses	169,715	210,632	590,632	1,114,726
Loss before other expense	(128,435)	(198,223)	(536,679)	(1,047,817)
Other expenses
Financing costs	(3,854)	(29,484)	(7,634)	(58,662)
Loss on settlement of debt	0	(21,516)	0	(21,516)
Net loss for the period	(132,289)	(249,223)	(544,313)	(1,127,995)
Other comprehensive income (loss)
Foreign currency translation gain (loss)	58,144	(18,956)	40,652	(130,271)
Comprehensive income (loss) for the period	$ (74,145)	$ (268,179)	$ (503,661)	$ (1,258,266)
Net loss per share, basic and diluted	$ (0.07)	$ (0.10)	$ (0.28)	$ (0.58)
Weighted average number of shares outstanding	1,961,587	1,961,997	1,958,740	1,938,194

XML

Condensed Consolidated Statements of Stockholder's Deficit (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Common Stock Issuable	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Deficit
Balance, shares at Feb. 29, 2020		1,000,000	1,919,795
Balance, amount at Feb. 29, 2020	$ (3,357,941)	$ 1,000	$ 1,919	$ 9,308	$ 51,034,197	$ 285,988	$ (54,690,353)
Fair value of shares to be issued for services	9,067	0	0	9,067	0	0	0
Fair value of stock options granted	276,192	0	0	0	276,192	0	0
Foreign exchange translation gain	85,043	$ 0	$ 0	0	0	85,043	0
Net loss for the period	(492,660)						(492,660)
Balance, shares at May. 31, 2020		1,000,000	1,919,795
Balance, amount at May. 31, 2020	(3,480,299)	$ 1,000	$ 1,919	18,375	51,310,389	371,031	(55,183,013)
Balance, shares at Feb. 29, 2020		1,000,000	1,919,795
Balance, amount at Feb. 29, 2020	(3,357,941)	$ 1,000	$ 1,919	9,308	51,034,197	285,988	(54,690,353)
Net loss for the period	(1,127,995)
Balance, shares at Nov. 30, 2020		1,000,000	1,975,213
Balance, amount at Nov. 30, 2020	(4,035,031)	$ 1,000	$ 1,975	9,641	51,614,984	155,717	(55,818,348)
Balance, shares at May. 31, 2020		1,000,000	1,919,795
Balance, amount at May. 31, 2020	(3,480,299)	$ 1,000	$ 1,919	18,375	51,310,389	371,031	(55,183,013)
Fair value of shares to be issued for services	9,584	0	0	9,584	0	0	0
Fair value of stock options granted	118,115	0	0	0	118,115	0	0
Foreign exchange translation loss	(196,358)	0	0	0	0	(196,358)	0
Net loss for the period	(386,112)	0	$ 0	0	0	0	(386,112)
Fair value of shares issued for services, shares			15,458
Fair value of shares issued for services, amount	0	0	$ 15	(18,375)	18,360	0	0
Fair value of shares issued as financing cost	24,500	$ 0	$ 0	0	24,500	0	0
Balance, shares at Aug. 31, 2020		1,000,000	1,935,253
Balance, amount at Aug. 31, 2020	(3,910,570)	$ 1,000	$ 1,934	9,584	51,471,364	174,673	(55,569,125)
Fair value of stock options granted	83,077	0	0	0	83,077	0	0
Foreign exchange translation loss	(18,956)	0	0	0	0	(18,956)	0
Net loss for the period	(249,223)	0	0	0	0		(249,223)
Fair value of shares issued for services	9,641	0	$ 0	9,641	0	0	0
Fair value of shares to be issued for services, shares			5,666
Fair value of shares to be issued for services, amount	0	0	$ 6	(9,584)	9,578	0	0
Fair value of shares issued as financing cost, shares			17,647
Fair value of shares issued as financing cost, amount	25,500	0	$ 18	0	25,482	0	0
Fair value of shares issued to settle debt, shares			17,647
Fair value of shares issued to settle debt, amount	25,500	$ 0	$ 17	0	25,483	0	0
Balance, shares at Nov. 30, 2020		1,000,000	1,975,213
Balance, amount at Nov. 30, 2020	(4,035,031)	$ 1,000	$ 1,975	9,641	51,614,984	155,717	(55,818,348)
Balance, shares at Feb. 28, 2021		1,000,000	1,976,218
Balance, amount at Feb. 28, 2021	(4,339,988)	$ 1,000	$ 1,976	19,497	51,728,412	74,510	(56,165,383)
Shares returned and cancelled, shares			(23,561)
Fair value of shares to be issued for services	10,355	0	$ 0	10,355	0	0	0
Shares returned and cancelled, amount	0	0	(23)	0	23	0	0
Fair value of stock options granted	89,887	0	0	0	89,887	0	0
Foreign exchange translation loss	(198,558)	0	0	0	0	(198,558)	0
Net loss for the period	(280,378)	$ 0	$ 0	0	0	0	(280,378)
Balance, shares at May. 31, 2021		1,000,000	1,952,657
Balance, amount at May. 31, 2021	(4,718,682)	$ 1,000	$ 1,953	29,852	51,818,322	(124,048)	(56,445,761)
Balance, shares at Feb. 28, 2021		1,000,000	1,976,218
Balance, amount at Feb. 28, 2021	(4,339,988)	$ 1,000	$ 1,976	19,497	51,728,412	74,510	(56,165,383)
Net loss for the period	(544,313)
Balance, shares at Nov. 30, 2021		1,000,000	2,020,871
Balance, amount at Nov. 30, 2021	(4,707,535)	$ 1,000	$ 2,021	9,772	51,874,206	115,162	(56,709,696)
Balance, shares at May. 31, 2021		1,000,000	1,952,657
Balance, amount at May. 31, 2021	(4,718,682)	$ 1,000	$ 1,953	29,852	51,818,322	(124,048)	(56,445,761)
Fair value of shares to be issued for services	9,908	0	0	9,908	0	0	0
Fair value of stock options granted	5,718	0	0	0	5,718	0	0
Foreign exchange translation gain	181,066	0	0	0	0	181,066	0
Net loss for the period	(131,646)	$ 0	$ 0	0	0	0	(131,646)
Balance, shares at Aug. 31, 2021		1,000,000	1,952,657
Balance, amount at Aug. 31, 2021	(4,653,636)	$ 1,000	$ 1,953	39,760	51,824,040	57,018	(56,577,407)
Fair value of shares to be issued for services	9,772	0	0	9,772	0	0	0
Fair value of stock options granted	10,474	0	0	0	10,474	0	0
Foreign exchange translation gain	58,144	0	0	0	0	58,144	0
Net loss for the period	(132,289)	0	$ 0	0	0	0	(132,289)
Shares issued for services, shares			68,214
Shares issued for services, amount	0	$ 0	$ 68	(39,760)	39,692	0	0
Balance, shares at Nov. 30, 2021		1,000,000	2,020,871
Balance, amount at Nov. 30, 2021	$ (4,707,535)	$ 1,000	$ 2,021	$ 9,772	$ 51,874,206	$ 115,162	$ (56,709,696)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Nov. 30, 2021	Nov. 30, 2020
Operating Activities
Net loss for the period	$ (544,313)	$ (1,127,995)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,172	4,077
Financing costs	7,634	54,678
Loss on settlement of debt	0	21,516
Stock-based compensation	136,114	500,998
Changes in operating assets and liabilities:
Accounts receivable	7,380	13,125
Prepaid expenses and deposits	(2,268)	3,647
Accounts payable and accrued liabilities	(6,580)	49,024
Due to related parties	84,201	137,863
Net Cash Used in Operating Activities	(314,660)	(343,067)
Investing Activities
Purchase of property and equipment	(816)	(1,420)
Net Cash Used in Investing Activities	(816)	(1,420)
Financing Activities
Proceeds from loans payable	202,607	370,339
Repayment of loans payable	0	(28,090)
Proceeds from related party loans	102,967	0
Net Cash Provided by Financing Activities	305,574	342,249
Effect of Foreign Exchange Rate Changes on Cash	15,710	(24,844)
Change in Cash	5,808	(27,082)
Cash, Beginning of Period	1,251	32,025
Cash, End of Period	7,059	4,943
Non-cash Investing and Financing Activities:
Shares issued to settle financing cost payable	0	25,500
Supplemental Disclosures:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

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Nature of Operations and Continuance of Business

9 Months Ended

Nov. 30, 2021

Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

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 March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, have 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, 2021, the Company has a working capital deficit of $4,720,522 and an accumulated deficit of $56,709,696 since inception. As at November 30, 2021, the Company is in default of certain loans payable (refer to Note 4). Furthermore, during the nine months ended November 30, 2021, the Company used $314,660 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.

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Significant Accounting Policies

9 Months Ended

Nov. 30, 2021

Significant Accounting Policies

2. Significant Accounting Policies

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 consolidated financial statements include the accounts of the Company and the following entities:

	All inter-company balances and transactions have been eliminated.
(b)	Interim Financial Statements
	The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021. 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.

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Property and Equipment

9 Months Ended

Nov. 30, 2021

Property and Equipment

3. Property and Equipment

3. Property and Equipment

	November 30, 2021 $			February 28, 2021 $
Computer equipment		40,193			40,532
Furniture and equipment		40,244			39,782
Total		80,437			80,314
Less: accumulated depreciation		(67,450	)		(64,902	)
Net carrying value		12,987			15,412

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Loans Payable

9 Months Ended

Nov. 30, 2021

Loans Payable

4. Loans Payable

4. Loans Payable

(a)	As at November 30, 2021, the Company owed $2,278,537 (February 28, 2021 – $2,235,893) which is non-interest bearing, unsecured, and due on demand.
(b)	As at November 30, 2021, the Company owed $576,854 (February 28, 2021 – $442,802) which is unsecured, non-interest bearing, unsecured, and due on demand.
(c)	As at November 30, 2021, the Company owed $117,255 (February 28, 2021 - $118,245) 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 5,882 shares of common stock with a fair value of $24,500 and granted 2,941 stock options with a fair value of $11,835 exercisable at $17.00 per share expiring on June 17, 2023. On October 5, 2020, the Company issued 17,648 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.
(d)	As at November 30, 2021, the Company owed $195,425 (February 28, 2021 - $197,075) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company. The Company issued 17,648 shares of common stock in lieu of any interest and late payment penalties.
(e)	As at November 30, 2021, the Company owed $93,824 (February 28, 2021 - $94,596) under a loan agreement dated December 1, 2020. The loan is unsecured, non-interest bearing, unsecured, and due on demand.
(f)	As at November 30, 2021, the Company owed $23,452 (February 28, 2021 - $23,649) under a loan agreement dated December 1, 2020 which is unsecured, bears interest at 5% per annum, and had a maturity date of June 1, 2021. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date.

(g) As at November 30, 2021, the Company owed $46,902 (February 28, 2021 - $31,532) 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. The loan has been classified as a current liability as the Company has some uncertainty around meeting all of the eligibility requirements.

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Related Party Transactions

9 Months Ended

Nov. 30, 2021

Related Party Transactions

5. Related Party Transactions

5. Related Party Transactions

(a)	As at November 30, 2021, the Company owed $1,004,445 (February 28, 2021 – $930,020) to the President of the Company which is unsecured, non-interest bearing, and due on demand.
(b)	As at November 30, 2021, the Company owed $117,082 (February 28, 2021 - $15,200) under various loan agreements which are unsecured, bear interest at 5% per annum, and have different maturity dates respectively. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. Interest is accrued until final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the President of the Company.
(c)	As at November 30, 2021, the Company owed $27,792 (February 28, 2021 - $28,028) to the Chief Operating Officer (“COO”) of the Company. The amount owing is included in accounts payable and accrued liabilities. During the nine months ended November 30, 2021, the Company incurred $30,676 (2020 – $30,069) in research and development fees to the COO of the Company.
(d)	During the nine months ended November 30, 2021, the Company incurred $144,360 (2020 – $133,056) in research and development fees to the President of the Company.
(e)	During the nine months ended November 30, 2021, the Company incurred $18,045 (2020 - $16,927) in administrative fees included in general and administrative to the office manager who is also the spouse of the President of the Company.
(f)	During the nine months ended November 30, 2021, the Company recognized stock-based compensation of $117,826 (2020 - $379,521) to the President, COO of the Company, and directors of the Company. The Company also recognized stock-based compensation of $18,561 (2020 - $93,163) in general and administrative to the spouse of the President of the Company.

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Common Stock

9 Months Ended

Nov. 30, 2021

Common Stock

6. Common Stock

6. Common Stock

(a)	On November 30, 2021, the Company authorized the issuance of 16,342 shares of common stock with a fair value of $9,772 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, 2021, these shares remain to be issued.
(b)	On August 31, 2021, the Company authorized the issuance of 30,391 shares of common stock with a fair value of $9,908 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, 2021, these shares have been issued
(c)	On May 31, 2021, the Company authorized the issuance of 19,910 shares of common stock with a fair value of $10,355 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, 2021, these shares have been issued.
(d)	On February 28, 2021, the Company authorized the issuance of 6,570 shares of common stock with a fair value of $9,856 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, 2021, these shares have been issued.
(e)	On November 30, 2020, the Company authorized the issuance of 11,343 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, 2021, these shares have been issued.

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Stock Options

9 Months Ended

Nov. 30, 2021

Stock Options

7. Stock Options

7.	Stock Options
	The following table summarizes the continuity of stock options:

	Number of options		Weighted average exercise price $		Aggregate intrinsic value $
Balance, February 28, 2021		283,368		17.00		-
Granted		52,941		17.00
Balance, November 30, 2021		336,309		17.00		-

Additional information regarding stock options outstanding as at November 30, 2021 is as follows:

		Outstanding						Exercisable
Range of exercise prices $		Number of shares		Weighted average remaining contractual life (years)		Weighted average exercise price $		Number of shares		Weighted average exercise price $
	17.00		336,309		3.8		17.00		336,309		17.00

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, 2021			Nine months ended November 30, 2020
Risk-free interest rate		0.90	%		0.27	%
Expected life (in years)		5			5
Expected volatility		284	%		284	%

The fair value of stock options recognized during the nine months ended November 30, 2021 was $106,103 (2020 - $477,384), 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, 2021 was $0.48 (2020 – $17.00) per option.

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Commitments

6 Months Ended

Aug. 31, 2021

Commitments

8. Commitments

8. Commitments

(a)

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 was to pay this company $5,000 per month for a period of six months. In addition, The Company was to issue 29,412 shares of common of stock upon execution of the agreement (issued) and 29,412 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company would 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 were waived and the consultant was to return 23,561 shares of common stock. During the nine months ended November 30, 2021, these shares were returned and cancelled.

(b) On December 1, 2019, the Company entered into a one-year agreement with the COO of the Company whereby the Company has agreed to pay the COO annual compensation of Cdn$100,000 and grant 17,647 stock options exercisable at $17.00 per share of common stock at the end of every quarter. The annual compensation is to be paid as follows: Cdn$50,000 payable in cash broken down into monthly payments and Cdn$50,000 payable in equivalent shares of common stock of the Company on the last business day of each quarter. As at November 30, 2021, the agreement has not been terminated and so is deemed to have renewed for a further one year period.

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Significant Accounting Policies (Policies)

9 Months Ended

Nov. 30, 2021

Significant Accounting Policies

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 consolidated financial statements include the accounts of the Company and the following entities: 

All inter-company balances and transactions have been eliminated.

Interim Financial Statement

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, 2021. 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.

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.

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Property and Equipment (Tables)

9 Months Ended

Nov. 30, 2021

Property and Equipment

Schedule Of Property and Equipment

	November 30, 2021 $			February 28, 2021 $
Computer equipment		40,193			40,532
Furniture and equipment		40,244			39,782
Total		80,437			80,314
Less: accumulated depreciation		(67,450	)		(64,902	)
Net carrying value		12,987			15,412

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Stock Options (Tables)

9 Months Ended

Nov. 30, 2021

Stock Options

Schedule of continuity of stock options

	Number of options		Weighted average exercise price $		Aggregate intrinsic value $
Balance, February 28, 2021		283,368		17.00		-
Granted		52,941		17.00
Balance, November 30, 2021		336,309		17.00		-

Schedule of stock options outstanding

		Outstanding						Exercisable
Range of exercise prices $		Number of shares		Weighted average remaining contractual life (years)		Weighted average exercise price $		Number of shares		Weighted average exercise price $
	17.00		336,309		3.8		17.00		336,309		17.00

Schedule of fair value of stock options

	Nine months ended November 30, 2021			Nine months ended November 30, 2020
Risk-free interest rate		0.90	%		0.27	%
Expected life (in years)		5			5
Expected volatility		284	%		284	%

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Nature of Operations and Continuance of Business (Details Narrative) - USD ($)	9 Months Ended
	Nov. 30, 2021	Nov. 30, 2020	Feb. 28, 2021
Nature of Operations and Continuance of Business
Accumulated Deficit	$ (56,709,696)		$ (56,165,383)
Working capital deficit	(4,720,522)
Net Cash Used In Operating Activities	$ 314,660	$ 343,067

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Property and Equipment (Details) - USD ($)	Nov. 30, 2021	Feb. 28, 2021
Property and Equipment, Total	$ 80,437	$ 80,314
Less: Accumulated depreciation	(67,450)	(64,902)
Net carrying value	12,987	15,412
Computer Equipment [Member]
Property and Equipment, Total	40,193	40,532
Furniture And Equipment [Member]
Property and Equipment, Total	$ 40,244	$ 39,782

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Loans Payable (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
	Oct. 05, 2020	Nov. 30, 2021	Feb. 28, 2021
Issuance of common stock	17,648
Fair value of common stock	$ 25,500
Interest and penalties	$ 3,984
Extension of the maturity date of the loan	Nov. 25, 2020
Loss on settlement of debt		$ 21,516
Amount due		3,332,249	$ 3,143,792
Loan Agreement One [Member]
Amount due		$ 23,452	23,649
Interest rate		5.00%
Maturity date		Jun. 01, 2021
Revised interest rate description		The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date
Loan Agreement [Member]
Amount due		$ 93,824	$ 94,596
Loan Agreement [Member] | President [Member]
Interest rate		12.00%	5.00%
Loan Agreement [Member] | October 5, 2020 [Member]
Amount due		$ 195,425	$ 197,075
Maturity date		Nov. 25, 2020
Shares reserved against debt, shares		588,235
Shares issued upon debt conversion, shares		17,648
Loans Payable Three [Member]
Issuance of common stock		5,882
Extension of the maturity date of the loan		Jul. 31, 2020
Amount due		$ 117,255	118,245
Interest rate		5.00%
Maturity date		Jun. 17, 2023
Penalty rate, percentage		2.00%
Stock option granted		2,941
Fair value of stock options		$ 11,835
Fair value of issuance of common stock		$ 24,500
Exercisable price		$ 17
Loans Payable [Member]
Amount due		$ 2,278,537	2,235,893
Loans Payable One [Member]
Amount due		576,854	442,802
Loans Payable Two [Member]
Amount due		$ 46,902	$ 31,532
Loan unsecured and non-interest bearing initial term description		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

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 30, 2021	Nov. 30, 2020	Nov. 30, 2021	Nov. 30, 2020	Feb. 28, 2021
Stock-based compensation			$ 136,114	$ 500,998
Research and development fees	$ 86,233	$ 185,678	346,119	779,404
COO [Member]
Research and development fees			30,676	30,069
Due to related parties	27,792		27,792		$ 28,028
President [Member]
Due to related parties	1,004,445		1,004,445		930,020
Research and development fees			144,360	133,056
President [Member] | Loan Agreement [Member]
Due to related parties	$ 117,826		$ 117,826		$ 15,200
Rate of interest			12.00%		5.00%
Spouse Of President [Member]
Stock-based compensation			$ 18,561	93,163
Administrative fees			18,045	16,927
President, COO, and directors [Member]
Stock-based compensation			$ 117,082	$ 379,521

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Common Stock (Details Narrative) - COO [Member] - USD ($)	1 Months Ended				12 Months Ended
	Nov. 30, 2021	Aug. 31, 2021	May 31, 2021	Nov. 30, 2020	Feb. 28, 2021
Number of shares issued for services, shares	16,342	30,391	19,910	11,343	6,570
Fair value of shares issued for services, amount	$ 9,772	$ 9,908	$ 10,355	$ 9,641	$ 9,856

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Stock Options (Details)	9 Months Ended
	Nov. 30, 2021 $ / shares shares
Number Of Options
Beginning balance | shares	283,368
Granted | shares	52,941
Ending balance | shares	336,309
Weighted average exercise price
Beginning balance, Weighted average exercise price	$ 17.00
Cancelled	17.00
Ending balance, Weighted average exercise price	17.00
Aggregate intrinsic value
Aggregate intrinsic value, Beginning balance	0
Aggregate intrinsic value, Ending balance	$ 0

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Stock Options (Details 1) - $ / shares	9 Months Ended
	Nov. 30, 2021	May 31, 2021	Feb. 28, 2021
Stock Options
Range of exercise prices	$ 17.00
Stock options Outstanding
Number of options	336,309	301,015	283,368
Weighted average remaining contractual life (years)	3 years 9 months 18 days
Weighted average exercise price	$ 17.00
Exercisable
Number of options	336,309
Weighted average exercise prices	$ 17.00

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Stock Options (Details 2)	9 Months Ended
	Nov. 30, 2021	Nov. 30, 2020
Stock Options (Details 2)
Risk-free interest rate	0.90%	0.27%
Expected life (in years)	5 years	5 years
Expected volatility	284.00%	284.00%

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Stock Options (Details Narrative) - USD ($)	9 Months Ended
	Nov. 30, 2021	Nov. 30, 2020
Stock Options (Details Narrative)
Fair value of recognized expense	$ 106,103	$ 477,384
Weighted average exercise price	$ 0.48	$ 17.00

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Commitments (Details Narrative)		1 Months Ended	9 Months Ended
	Oct. 07, 2019 USD ($) shares	Dec. 01, 2019 CAD ($) shares	Nov. 30, 2021 CAD ($) shares	Dec. 01, 2019 $ / shares
Stock option granted			336,309
Private Placement [Member] | Financial Advisory Agreement [Member]
Investment banking services provided (monthly) | $	$ 5,000
Common stock issued upon execution	29,412
Common stock issued upon uplisting	29,412
Commission	8.00%
Description of private placement	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 was to pay this company $5,000 per month for a period of six months. In addition, The Company was to issue 29,412 shares of common of stock
Fees	1.00%
COO [Member]
Compensation paid in cash | $		$ 100,000	$ 50,000
Stock option granted		17,647
Exercisable price | $ / shares				$ 17
Compensation paid in cash equivalent to shares | $			$ 50,000
Consultant [Member]
Stock repurchased, shares			23,561