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Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2024
Significant Accounting Policies  
Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: Resolution 1, Inc., a wholly-owned subsidiary, and MBE Holdings, Inc., an entity that was wholly-owned subsidiary until the date of the split-off (Refer to Note 1).  After the split-off MBE Holdings, Inc., was derecognized in the Company’s financial statements, and the activity of MBE Holdings, Inc. after the date of the split-off is not included in the accompanying consolidated financial statements. 

 

The Company has evaluated subsequent events through the date of the filing with the Securities and Exchange Commission. The Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements.

 

All inter-company balances and transactions have been eliminated.

 

Revenue Recognition

The Company recognized revenue of $8.0 million and $6.5 during the year ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024 and 2023, the Company had one revenue stream engaged, which was revenue earned from the sale of distributor licenses. The distributor license provides a right to use for the Company’s technology to the distributor through an exclusive or non-exclusive agreement for a specific territory, dependent on the type of the Licensed Distributorship agreement. The right to use allows the distributor to install the Company’s direct energy systems. The license fee collected from the distributor based on the Licensed Distributorship agreement is considered a one-time fee. This license fee is non-refundable to the distributor. The Company considers the license fees as earned at a point in time and has no further performance obligations beyond approval of license use by the distributor, which occurs upon contract signature.

Revenue Recognition under ASC 606 Revenue from Contracts with Customers

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

 

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

 

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

 

3. Determine the transaction price. The purchase price stated is a fixed price stated in the Licensed Distributor Agreement. The agreements with customers do not include any form of variable consideration. The licensor and licensee agree that the License Fee may be paid in cash, real estate, or trade. When the license fee is paid by non-cash consideration, the license fee is measured by the estimated fair value of the non-cash consideration at the inception of the agreement.

 

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

 

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

 

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

Accounts Receivable, net of provision

Accounts receivables, net of the provision for doubtful accounts, represent their estimated net realizable value, which approximates fair value. Provisions for doubtful accounts are recorded based on historical collection experience, current conditions and reasonable and supportable forecasts. Receivables are written off when they are deemed uncollectible. As of December 31, 2024 and 2023, the Company had accounts receivable balances of $6.3 million and $5.2 million, respectively. During the year ended December 31, 2024, the Company recorded a provision for doubtful accounts of $342,535, resulting in accounts receivable, net of provision of approximately $6.0 as of December 31, 2024. All amounts were deemed collectable as of December 31, 2023.

Other Receivables

Other receivables were $5.7 million and $1.3 million as of December 31, 2024 and 2023, respectively. As of December 31, 2024, other receivables consist of accounts receivable collections through a third-party which is due to the Company of $3.2 million and amounts owed related to cash collected on behalf of the Company for future common stock issuances of $2.6 million which is imminently collectible as of December 31, 2024. During the year ended December 31, 2023, the Company began and ultimately terminated a merger with a third-party entity. In connection with this merger termination, certain of the Company’s accounts receivable were collected on behalf of flooidCX by the third-party entity as of December 31, 2024 and throughout the year ended December 31, 2023. The Company has deemed these amounts imminently collectible as of December 31, 2024.

 

Long-Lived Assets

Property and equipment are recognized in accordance with ASC 360, Property, Plant, and Equipment and intangible assets are recognized in accordance with ASC 350, Intangibles-Goodwill and Other. Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs at least annually, or more frequently whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is an indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. 

Reclassifications

Certain prior period amounts have been reclassified to the current period presentation. The Company has netted the line “Deposit on Potential Merger” with Additional Paid-In Capital in the current period. During the previous periods such was included as contra-equity and the reclassification had no effect on the Total Stockholder’s Deficit line item.

Estimates and Assumptions

The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Net Income (Loss) Per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive.

 

Potentially dilutive shares outstanding for the year ended December 31, 2024 and 2023 consist of approximately 7,988,000 and 4,662,000 common stock equivalents, respectively. The 7,397,000 common stock equivalents for the year ended December 31, 2024 relate to the 154,000 preferred B convertible stock at their 30:1 conversion ratio resulting in approximately 4,662,000 common stock equivalents and stock payable from shares to be issued for stock subscriptions of approximately 3,326,000 common stock equivalents.

Foreign Currency Transactions

In addition, in accordance with ASC 830-20, Foreign Currency Transactions, any monetary assets or liabilities of the Company that are denominated in a foreign currency are revalued at the end of each reporting period based on the prevailing exchange rate. Foreign currency gains and losses on the revaluation are recognized as other income (loss). The Company holds notes payable denominated in the Canadian Dollar.

 

General and Administrative Expenses

General and administrative expenses include operating expenses such as compensation and benefits, occupancy costs, allocated costs from merger termination and other office overhead including rent that is not directly attributable to revenue-generating activities. 

 

General and administrative expenses were as follows for the periods presented:

 

 

 

For the Year ended December 31,

 

 

 

2024

 

 

2023

 

General and administrative

 

 

 

 

 

 

Advertising

 

$1,919,943

 

 

$153,423

 

Professional fees

 

 

389,001

 

 

 

322,535

 

Provision for doubtful accounts

 

 

342,535

 

 

 

-

 

Facilities and operations

 

 

211,500

 

 

 

-

 

Wages and Employee Expenses

 

 

619,153

 

 

 

-

 

Office expense

 

 

26,076

 

 

 

4,326

 

Travel, meals and entertainment

 

 

 209,628

 

 

 

 -

 

Insurance

 

 

136,861

 

 

 

-

 

Other

 

 

42,047

 

 

 

4,145

 

Total general and administrative

 

$3,896,744

 

 

$484,429

 

New and Recently Adopted Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The update was intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The Company adopted the new standard on January 1, 2023. The adoption did not have an impact on our financial statements, as management reviewed the receivable balances in accordance with the standard and determined the balances were fully collectible as of December 31, 2024 and December 31, 2023.

 

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company has adopted the ASU in this Form 10-K for the period ended December 31, 2024.

 

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

 

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.