flooidCX Pivots to Green Energy, Eyes $49M Market Value

TL;DR

**flooidCX is making a bold bet on proprietary green energy tech and rare earth recycling, but it's a high-stakes game in a crowded market.**

AI Summary

flooidCX Corp., operating as Quantum Energy Corporation, is revolutionizing distributed electrical energy systems with proprietary technologies like Harvested and Thermal Electrical Energy Collection and Transmission (EET), Photon Lighting Systems, and Photon Engines. The company reported an aggregate market value of common stock held by non-affiliates of $49,166,697 as of June 30, 2024, with 87,502,759 shares outstanding as of October 22, 2025. A significant change in control occurred in July 2022 when MP Special Purpose Corp. acquired a stake, shifting the company's focus from customer-business communications to developing and selling private electricity generating equipment. flooidCX's strategic outlook emphasizes sustainable design, energy efficiency, and the recycling of rare earth materials, including magnets, with operational facilities in Wyoming and Missouri. Key risks include navigating a highly dynamic and competitive sustainable energy market, pricing pressures, and continuous technological evolution, though the company highlights its technological superiority and strategic partnerships as competitive advantages. The company is also in the process of acquiring 168 acres in Powell, Wyoming, and 52 acres in Byron, Wyoming, for laboratory and industrial facilities, expected in November 2025.

Why It Matters

flooidCX's shift to distributed energy systems and rare earth recycling positions it in a rapidly growing market driven by global sustainability goals, potentially offering significant returns for investors seeking exposure to green technology. The company's proprietary technologies, like EET and Photon Engines, could disrupt traditional energy models, providing more efficient and consumer-owned power solutions. This move could also create new jobs in the sustainable energy sector, particularly in Wyoming and Missouri where new facilities are being established. However, the highly competitive landscape and the company's relatively early stage in this new venture mean investors should carefully weigh the potential for innovation against market execution risks and established competitors.

Risk Assessment

Risk Level: medium — The company operates in a 'highly dynamic and competitive sustainable energy market' with 'rapid technological advancements and a diverse range of participants,' indicating significant market and technological risk. While flooidCX highlights its 'proprietary technologies' and 'strategic partnerships' as competitive advantages, the filing also notes 'pricing pressures and technological evolution' as challenges, suggesting a need for continuous innovation and adaptation to maintain market share.

Analyst Insight

Investors should closely monitor flooidCX's progress in commercializing its proprietary technologies and securing its planned Wyoming and Missouri facilities. Evaluate the company's ability to scale manufacturing and distribution, as well as its financial performance in upcoming filings, to assess if its innovative solutions can translate into sustainable revenue and profit in the competitive green energy sector.

Financial Highlights

debt To Equity

N/A

revenue

$8,000,000

operating Margin

17.4%

total Assets

N/A

total Debt

N/A

net Income

$1,779,983

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

+23.1%

Revenue Breakdown

Key Numbers

• $49,166,697 — Aggregate market value of common stock held by non-affiliates (as of June 30, 2024)
• 87,502,759 — Shares of common stock outstanding (as of October 22, 2025)
• January 7, 2014 — Incorporation date (flooidCX Corp. was incorporated in Nevada)
• February 2, 2024 — Name change effective date (flooidCX Corp. changed to Quantum Energy Corporation)
• July 2022 — Change in control date (MP Special Purpose Corp. acquired significant ownership)
• 322,374 — Shares owned by MP Special Purpose Corp. (as of December 31, 2023, representing 0.656% of the company)
• 168 acres — Laboratory and magnetics recycling facility (in Powell, Wyoming, title expected November 2025)
• 52 acres — Industrial property with office building (in Byron, Wyoming, title expected November 2025)
• $58,000.00 — Dispute amount (arbitration with former auditors over alleged overbilling)
• 240-month — Contract duration (for Licensed Distributors selling and servicing Energy Systems)

Key Players & Entities

• flooidCX Corp. (company) — registrant
• Quantum Energy Corporation (company) — DBA name
• MP Special Purpose Corp. (company) — acquired significant ownership stake in July 2022
• Dennis M. Danzik (person) — noted research engineer and technology developer
• Matthew Bellestri (person) — Director of Internet and Security Services
• Nevada Secretary of State (regulator) — filed Certificate of Amendment
• FINRA (regulator) — company will file to change trading name
• Securities and Exchange Commission (regulator) — no unresolved staff comments
• Board of Directors (company) — formal oversight of cybersecurity risks
• Sarbanes-Oxley Act (regulator) — Section 404(b) compliance

FAQ

Risk Factors

• Dynamic Sustainable Energy Market [high — market]: The company operates in a highly dynamic and competitive sustainable energy market. Continuous technological evolution and pricing pressures are significant risks. The company's competitive advantages rely on its proprietary technologies and strategic partnerships.
• Reliance on Licensed Distributors [medium — operational]: The company's revenue model relies on the sale of Licensed Distributorships, with contracts having a 240-month duration. The success of this model is dependent on the performance and reach of these distributors.
• Arbitration with Former Auditors [low — legal]: The company is involved in an arbitration with former auditors concerning alleged overbilling, with a dispute amount of $58,000.00. This legal proceeding could result in financial or reputational impact.

Industry Context

Quantum Energy Corporation operates in the rapidly evolving distributed electrical energy systems market. Key trends include a strong emphasis on sustainability, energy efficiency, and consumer-owned energy generation. The sector is characterized by continuous technological advancements and a competitive landscape driven by both established players and innovative startups.

Regulatory Implications

As a company in the energy sector, Quantum Energy Corporation may face evolving environmental regulations related to energy generation and material recycling. Compliance with SEC reporting requirements is also critical, especially given the recent name change and ongoing efforts to become current with filings.

What Investors Should Do

1. Monitor progress on property acquisitions in Wyoming.
2. Track revenue growth and the success of Licensed Distributorship sales.
3. Evaluate the impact of increased General and Administrative expenses.
4. Assess the company's strategy for navigating market competition and technological change.

Key Dates

• 2014-01-07: Incorporation — Marks the initial establishment of the company in Nevada as Baixo Relocation Services, Inc.
• 2022-07-01: Change in Control — MP Special Purpose Corp. acquired a significant stake, leading to a strategic pivot towards private electricity generating equipment.
• 2024-02-02: Name Change Effective — The company officially changed its name to Quantum Energy Corporation, reflecting its new business focus.
• 2025-11-01: Property Title Expected — Expected acquisition of laboratory and industrial facilities in Powell and Byron, Wyoming, crucial for R&D and operations.

Glossary

Harvested and Thermal Electrical Energy Collection and Transmission (EET)

Proprietary technologies for collecting and transmitting electrical energy derived from harvested sources and thermal processes. (Core technology for Quantum Energy Corporation's distributed energy systems.)

Photon Lighting Systems

Proprietary lighting systems that likely leverage photonic principles for energy efficiency or generation. (Part of the company's product portfolio in energy-efficient solutions.)

Photon Engines

Proprietary engines that likely utilize photonic or related energy conversion principles. (Key component in the company's energy generation and storage systems.)

Licensed Distributorships

Agreements granting third parties the right to sell and service the company's energy systems. (Primary revenue driver for the company in the reported periods.)

Rare earth materials

A group of 17 chemical elements with unique properties essential for many modern technologies, including magnets. (The company plans to recycle these materials, highlighting a focus on sustainability and supply chain management.)

Year-Over-Year Comparison

Revenue increased by 23.1% from $6.5 million in 2023 to $8.0 million in 2024, primarily driven by an increase in the sale of Licensed Distributorships. Net income more than doubled from $793,677 to $1,779,983. Operating expenses, particularly General and Administrative costs, saw a substantial rise, largely due to increased advertising spend. The company also reported significant Research and Development and Depreciation expenses in 2024, which were not present in 2023, indicating investment in new capabilities.

Key Financial Figures

• $0.001 — Section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark if t
• $58,000.00 — Company dispute involves approximately $58,000.00 claimed due by the former auditor. At t
• $8.0 million — $ 6,500,000 We generated revenues of $8.0 million and $6.5 million for the year ended Dec
• $6.5 million — generated revenues of $8.0 million and $6.5 million for the year ended December 31, 2024 an

Filing Documents

• flcx_10k.htm (10-K) — 778KB
• flcx_ex311.htm (EX-31.1) — 11KB
• flcx_ex321.htm (EX-32.1) — 4KB
• flcx_10kimg1.jpg (GRAPHIC) — 16KB
• flcx_10kimg3.jpg (GRAPHIC) — 3KB
• 0001477932-25-007833.txt ( ) — 3416KB
• flcx-20241231.xsd (EX-101.SCH) — 34KB
• flcx-20241231_lab.xml (EX-101.LAB) — 215KB
• flcx-20241231_cal.xml (EX-101.CAL) — 34KB
• flcx-20241231_pre.xml (EX-101.PRE) — 174KB
• flcx-20241231_def.xml (EX-101.DEF) — 99KB
• flcx_10k_htm.xml (XML) — 356KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 7 Item 1C. Cybersecurity 7 Item 2.

Properties

Properties 8 Item 3.

Legal Proceedings

Legal Proceedings 8 Item 4. Mine Safety Disclosures 8 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 9 Item 6.

Selected Financial Data

Selected Financial Data 9 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 15 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 17 Item 9A.

Controls and Procedures

Controls and Procedures 17 Item 9B. Other Information 19 PART III Item 10. Directors, Executive Officers and Corporate Governance 20 Item 11.

Executive Compensation

Executive Compensation 22 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24 Item 13. Certain Relationships and Related Transactions, and Director Independence 25 Item 14. Principal Accounting Fees and Services 25 PART IV Item 15. Exhibits, Financial Statement Schedules 26 Item 16. Form 10-K Summary 26

SIGNATURES

SIGNATURES 27 2 Table of Contents Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 Information included in this Form 10-K contains forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of flooidCX Corp. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. PART I

BUSINESS

ITEM 1. BUSINESS. In this report, unless the context requires otherwise, references to the "Company", "flooidCX", "Quantum", "we", "us" and "our" are to flooidCX Corp. Corporate History flooidCX Corp. was incorporated on January 7, 2014 in the State of Nevada as Baixo Relocation Services, Inc. We changed our name to "Gripevine Inc." in December 2016 and also changed our trading symbol to "GRPV" on February 1, 2017. 2019 Name Change Effective March 18, 2019, we changed our name to flooidCX Corp. from Gripevine, Inc. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State and also changed our trading symbol to "FLCX". Effective February 2, 2024, we changed our name to Quantum Energy Corporation from flooidCX Corp. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State. The Company will file with FINRA to change its trading name as soon as the Company is current with its required filings with the SEC. Change in Control In July 2022, flooidCX Corp., underwent a change in control when MP Special Purpose Corp. acquired a significant ownership stake, initiating a comprehensive reorganization including leadership changes. The acquisition allowed the company to secure critical professional talent on a long-term contract basis and marked a strategic pivot from customer-business communications to the development and sale of private electricity generating equipment, underscoring a commitment to distributed energy, owned by the consumer, that includes sustainable design, sustainable energy equipment and services. As of December 31, 2023, MP Special Purpose Corp.'s ownership has adjusted to 322,374 shares, representing 0.656% of the company, reflecting changes in the company's ownership structure over the year. 3 Table of Contents BUSINESS OPERATIONS General flooidCX Corp,/ Quantum Energy Corporation (referred to herein as a "flooidCX", "flooid", "fl

RISK FACTORS

ITEM 1A. RISK FACTORS. This item is not applicable as the Company is a smaller reporting company

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS. As of the date of this report, we do not have any unresolved staff comments from the Securities and Exchange Commission.

CYBERSECURITY

ITEM 1C. CYBERSECURITY Risk management and strategy Management of material risks from cybersecurity threats is integrated into the Company's overall risk management processes and is monitored as an enterprise risk. To that extent, the Company has not currently engaged with a third-party service provider for the purpose of managing its ongoing cybersecurity risk. Furthermore, the Company is currently putting processes in place in order to oversee and identify risks from cybersecurity threats associated with The Company employs a full time, degreed internet and technologies engineer, Matthew Bellestri, as its Director of Internet and Security Services. The Company entered into a three (3) year employment agreement with Mr. Bellestri as of February 1, 2025. Mr. Bellestri has also been nominated to serve on the Company's Executive Committee that reports to the Company Board of Directors. The Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. Governance The Board of Directors now has formal oversight of risks from cybersecurity threats. At the end of 2024, it is important to note that, as discussed in Part III of this filing, our Board of Directors was comprised solely of Messrs. Danzik, Kitchen and Westbrook. As such, pursuant to the information provided below, all risks from cybersecurity threats our immediately shared with the Board of Directors. 7 Table of Contents

PROPERTIES

ITEM 2. PROPERTIES. The Company is in the process of transferring title, now expected to be delivered in November of 2025, for a 168-acre laboratory, magnetics recycling and processing facility, including a laboratory, at 225 Lane 13, Powell, Wyoming. The Company is in the process of transferring title, now expected to be delivered in November of 2025 for 52 acres of industrial property with a 2,400 sq ft office building located in Byron, Wyoming. The Company operates its executive offices at 3960 Howard Hughes Parkway Suite 500, Las Vegas, Nevada 89169, its Laboratories are located at 7543 E Tierra Buena Lane, Scottsdale, AZ 85260, and additional laboratories and fabrication facilities at 7464 E Tierra Buena Lane, Scottsdale, Arizona 85260.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS. As of the date of this Report, the Company has begun the process of starting arbitration in a matter involving its former auditors over what the Company believes is overbilling. The Company dispute involves approximately $58,000.00 claimed due by the former auditor. At this time the Company's claims have not yet fully been made but are significantly more than the single claim of the opposing party. Management is not aware of any other legal proceedings contemplated by any government authority or any other party involving us or our properties. As of the date of this Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES. Not Applicable. 8 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information On March 4, 2015, our shares were listed for trading on the OTC Electronic Bulletin Board (OTCBB) under the symbol "BXRO". Our trading symbol was changed to "GRPV" on February 1, 2017 and then to "FLCX" on March 15, 2019. The market for our common stock is on the Expert Market, is limited. Holders As of December 31, 2024, an aggregate of 49,166,697 shares of common stock were issued and outstanding and were owned by approximately 210 holders of record based on information provided by our transfer agent. Dividends We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We currently plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares with the expectation that you will receive dividends in the foreseeable future. Securities Authorized for Issuance Under Equity Compensation Plans As of the end of the most recently completed fiscal year, there were no securities authorized for issuance under equity compensation plans. Transfer Agent and Registrar Our transfer agent and registrar is VStock Transfer located at 18 Lafayette Place, Woodmere, New York 11598. Issuer Purchases of Securities None.

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA. Not applicable. 9 Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Overview The following discussion should be read in conjunction with our audited financial statements and the related notes that appear under Item 8 in this Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The Company's actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report on Form 10-K. The consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. For the Year Ended December 31, 2024 and December 31, 2023 Our financial results for the year ended December 31, 2024 and 2023 are summarized as follows: For the Year ended December 31, 2024 2023 Revenue $ 8,000,000 $ 6,500,000 Operating expenses General and administrative 3,896,744 484,429 Research and development 2,320302 - Depreciation expense 390,667 - Total operating expenses 6,607,713 484,429 Operating income (loss) 1,392,287 6,015,571 Other income (expenses) 387,696 (5,221,894 ) Net income (loss) $ 1,779,983 $ 793,677 Revenue For the Year ended December 31, 2024 2023 Revenue $ 8,000,000 $ 6,500,000 We generated revenues of $8.0 million and $6.5 million for the year ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, flooid/Quantum sold ten Licensed Distributorships, exclusive and non-exclusive, totaling $8.0 million. During the year ended December 31, 2023, flooid/Quantum sold five Licensed Distributorships, exclusive and non-exclusive, totaling $6.5 million. 10 Table of Contents General and Administrative For the Year ended Dec

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