flooidCX Corp. (Form: PRER14C, Received: 04/03/2024 15:33:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C/A INFORMATION

(Amendment No. 1)

Information Statement Pursuant to Section 14(c) of the Securities

Exchange Act of 1934

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flooidCX Corp.

(Name of Registrant as Specified in Its Charter)

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INFORMATION STATEMENT

Relating to the Amendment of our Articles of Incorporation

flooidCX Corp.

14747 N Northsight Blvd

Suite 111-218

Scottsdale, Arizona 85260

Dear flooidCX Corp. Shareholders:

NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a meeting from stockholders representing a majority of our outstanding shares of voting stock, which approved the following actions:

1)

Approval of an amendment to our Articles of Incorporation to change our name to Quantum Energy Corporation

As of the close of business on February 28, 2024, the record date for shares entitled to notice of and to sign written consents in connection with the actions described above, the following voting shares were outstanding: 49,166,697 shares of common stock. Prior to the mailing of this Information Statement, certain shareholders who represent a majority of our outstanding voting shares, signed written consents approving the action listed above on the terms described herein (the “Actions”). As a result, the Actions have been approved and neither a meeting of our stockholders nor additional written consents are necessary. We are not asking you for a Proxy and you are requested not to send us a Proxy. The Actions will be effective twenty (20) days from the mailing of the Information Statement, which is expected to take place on or before April 12, 2024, and such Actions will result in the following:

1)

Our Articles of Incorporation will be amended to change our name to Quantum Energy Corporation.

The Company will pay all costs associated with the distribution of this Information Statement, including the cost of printing and mailing. The Company will reimburse brokerage and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending out the Information Statement to the beneficial owners of the Company’s common stock.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS: NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN, AND NO PROXY OR VOTE IS SOLICITED BY THIS NOTICE. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS, DESCRIBED MORE SPECIFICALLY BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING SHARES OF THE COMPANY. THAT VOTE WAS SUFFICIENT TO APPROVE THE ACTIONS. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.

By Order of the Board of Directors,

/s/ Dennis M. Danzik

Dennis Danzik, Chief Executive Officer

PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF

INCORPORATION TO CHANGE ITS NAME TO

QUANTUM ENERGY CORPORATION

INTRODUCTION

The Board of Directors of the Company has unanimously approved, and a majority of the shareholders have voted for a proposal to amend the Company’s Articles of Incorporation to change the Company’s name to Quantum Energy Corporation. We are now notifying you and the other shareholders that did not participate in the meeting of the actions of the shareholders who hold a majority of the voting shares. The name change will take effect after we meet all applicable regulatory requirements.

However, our board of directors may elect not to proceed with the Actions, if they determine that such Actions would not be in the best interest of our shareholders.

REASONS FOR THE NAME CHANGE

The primary reason for the name change is in order to more properly reflect our new business model. The Company will no longer be in the business of improving communication between businesses and their customers. Going forward the Company will be engaged in the development and support of energy systems technologies, with a focus on Direct Energy Systems including Photon Lighting Systems, Photon Engines and Energy Storage Systems. Our operations will encompass manufacturing support, sales, distributorship, consulting, and advising in the energy sector.

One of the Company’s featured products is Photon Lighting Systems, a revolutionary technology enabling light fixtures to generate power while being energized. This technology is compatible with various light sources including LED, incandescent, fluorescent, and sodium vapor. In addition, the Company is the exclusive provider of Photon Engines (PEs), which require minimal power for activation and are capable of storing substantial electrical energy.

The Company offers comprehensive energy systems that integrate Photon Lighting, Photon Engines and Energy Storage Systems technology for a wide range of applications, including industrial, institutional, commercial, residential, rural, and off-grid settings. Our services will extend to consulting and advising in energy system implementation and optimization.

For these reasons the Directors believe that it is important to change the Company’s name to Quantum Energy Corporation in order to better reflect the Company’s new business model.

EXCHANGE OF STOCK CERTIFICATES

Following the delivery of this Information Statement we will instruct our corporate secretary and transfer agent to begin implementing the exchange of certificates representing outstanding shares of our stock. As soon as practicable after the effectiveness of the proposed amendments, holders of our common stock will be notified and requested to surrender their certificates representing shares of common stock to our corporate secretary and transfer agent in exchange for certificates representing common stock with our new name “New Common Stock”. Beginning on the date the proposed amendment becomes effective, each certificate representing shares of our Old Common Stock will be deemed for all corporate purposes to evidence ownership of the same number of shares of our New Common Stock. Until surrendered to the Transfer Agent, certificates of Old Common Stock retained by shareholders will be deemed for all purposes, including, voting and payment of dividends, if any, to represent the number of whole shares of New Common Stock owned by the shareholders before the name change.

Shareholders should not send their old certificates to the transfer agent until they have been notified by the transfer agent as discussed above. Shares of Old Common Stock surrendered after the effective date will be replaced by certificates representing shares of New Common Stock as soon as practicable after the surrender. No service charge will be paid by existing shareholders for the exchange of the shares and the Company will pay all expenses of the exchange and issuance of new certificates.

Shareholders who hold their shares in non-certificate form will have those shares exchanged electronically, and no further action needs to be taken by such shareholders.

NO DISSENTER'S RIGHTS

Under Nevada law, you are not entitled to dissenter’s rights with respect to the amendment of the articles of incorporation or the name change.

AMENDMENT TO THE ARTICLES OF INCORPORATION

The name change will amend Article I of the Company’s Articles of Incorporation to replace the current paragraph with a paragraph which states that the name of the Company is Quantum Energy Corporation. The Amendment will be filed with the Secretary of State of Nevada and will become effective upon regulatory approval.

RECOMMENDATION OF THE BOARD OF DIRECTORS

For the above reasons, we believe that the change of name is in the Company’s best interest and in the best interest of our shareholders and therefore the Board recommended that the shareholders vote for this proposal.

Documents Incorporated by Reference

Our Annual Report on Form 10-K for the year ended December 31, 2022 is incorporated by reference herein.

Copies of Annual and Quarterly Reports

We will furnish a copy of our Annual Report on Form 10-K for the year ended December 31, 2022; and any exhibit referred to therein without charge to each person to whom this Information Statement is delivered upon written or oral request by first class mail or other equally prompt means within one business day of receipt of such request. Any request should be directed to our corporate secretary at the above address.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth, as of the March 15, 2024, the ownership of our Common Stock by each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, and by our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. At this time, there are not any pending or anticipated arrangements that may cause a change in control.

Voting Only Series C

Name and Address of Beneficial Owner

Common Stock Beneficially Owned

Common Stock Percentage

Preferred Stock Beneficially Owned

Voting Only Percentage (1) (2)

Dennis Danzik (3)

14747 N. Northsight Blvd.

Suite 111-218

Scottsdale, AZ 85260

13,800,000

28 %

580,000

63 %

William Hinz (4)

6620 E Stallion road

Paradise Valley, AZ 85253

3,600,000

7 %

120,000

13 %

Samuel Olsen (5)

2728 Carolina Blue Avenue

Henderson, NV 89052

0

0 %

105,000

11 %

Craig Kitchen (6)

4700 S. Fulton Ranch Blvd., Unit 26

Chandler, AZ 85248

900,000

2 %

30,000

3 %

William Westbrook (7)

1 ACR N3141

Vernon, AZ 85940

450,000

1 %

15,000

2 %

All Officers and Directors as a group (3 persons) (3) (6) (7) (8)

18,750,000

38 %

505,000

93 %

(1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table above have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws, where applicable, and the information contained in the footnotes to this table.

(2)

Based on 49,166,697 shares of Common Stock and 915,000 shares of Series C preferred stock issued and outstanding as of March 15, 2024, which together equate to total votes outstanding of 291,716,697.

(3)

Mr. Danzik beneficial ownership for the purpose of this table is based on 13,800,000 shares of common stock and 580,000 shares of Series C preferred shares beneficially owned by Mr. Danzik and his and his family and by, Deja, LLC, which he beneficially controls, and which together equates to 142,600,000 total voting rights.

(4)

Mr. Hinz beneficial ownership for the purpose of this table is based on the fact that he is Trustee of the Hinz Family Trust, which owns 3,600,000 shares of common stock and 120,000 shares of Series C preferred shares. which equates to 33,600,000 total voting rights.

(5)

Mr. Olsen’s beneficial ownership for the purpose of the table is based on his beneficial ownership of zero shares of common stock and 105,000 of Series C preferred shares, which equate to 26,250,000 total voting rights.

(6)

Mr. Kitchen is a director of the Company and his beneficial ownership for the purpose of this table is based on his ownership of 900,000 shares of common stock and 30,0000 Series C preferred shares, which equate to 8,400,000 total voting rights.

(7)

Mr. Westbrook is a director of the Company and his beneficial ownership for the purpose of this table is based on his ownership of 450,000 shares of common stock and 15,000 shares of Series C preferred stock, which equate to 4,200,000 total voting rights.

(8)

The officers and directors, as a group, consist of three (3) individuals, Messrs. Danzik, Kitchen and Westbrook, which together possess voting rights in the common and Series C preferred shares, which equate to 155,200,000 voting rights.

End of Filing

Check the appropriate box:

☒	Preliminary Information Statement

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☐	Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

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☐	Fee computed on table below per Exchange Act Rules 14c5(g) and 0-11.

(1)	Title of each class of securities to which transaction applies:
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(2)	Aggregate number of securities to which transaction applies:
	Not Applicable

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing is calculated and state how it was determined):
	Not Applicable

(4)	Proposed maximum aggregate value of transaction:
	Not Applicable

(5)	Total fee paid:
	Not Applicable

☐	Fee paid previously with preliminary materials: ______________________________________

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing.

(1)	Amount previously paid:
	Not Applicable

(2)	Form, Schedule or Registration Statement No.
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(3)	Filing Party:
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(4)	Date Filed:
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						Voting Only Series C
Name and Address of Beneficial Owner	Common Stock Beneficially Owned		Common Stock Percentage			Preferred Stock Beneficially Owned		Voting Only Percentage (1) (2)
Dennis Danzik (3)
14747 N. Northsight Blvd. Suite 111-218 Scottsdale, AZ 85260
		13,800,000		28	%		580,000		63	%
William Hinz (4)
6620 E Stallion road Paradise Valley, AZ 85253
		3,600,000		7	%		120,000		13	%
Samuel Olsen (5) 2728 Carolina Blue Avenue Henderson, NV 89052
		0		0	%		105,000		11	%
Craig Kitchen (6)
4700 S. Fulton Ranch Blvd., Unit 26 Chandler, AZ 85248
		900,000		2	%		30,000		3	%
William Westbrook (7)
1 ACR N3141 Vernon, AZ 85940		450,000		1	%		15,000		2	%

All Officers and Directors as a group (3 persons) (3) (6) (7) (8)		18,750,000		38	%		505,000		93	%

	(2)	Based on 49,166,697 shares of Common Stock and 915,000 shares of Series C preferred stock issued and outstanding as of March 15, 2024, which together equate to total votes outstanding of 291,716,697.

	(3)	Mr. Danzik beneficial ownership for the purpose of this table is based on 13,800,000 shares of common stock and 580,000 shares of Series C preferred shares beneficially owned by Mr. Danzik and his and his family and by, Deja, LLC, which he beneficially controls, and which together equates to 142,600,000 total voting rights.

	(4)	Mr. Hinz beneficial ownership for the purpose of this table is based on the fact that he is Trustee of the Hinz Family Trust, which owns 3,600,000 shares of common stock and 120,000 shares of Series C preferred shares. which equates to 33,600,000 total voting rights.

	(5)	Mr. Olsen’s beneficial ownership for the purpose of the table is based on his beneficial ownership of zero shares of common stock and 105,000 of Series C preferred shares, which equate to 26,250,000 total voting rights.

	(6)	Mr. Kitchen is a director of the Company and his beneficial ownership for the purpose of this table is based on his ownership of 900,000 shares of common stock and 30,0000 Series C preferred shares, which equate to 8,400,000 total voting rights.

	(7)	Mr. Westbrook is a director of the Company and his beneficial ownership for the purpose of this table is based on his ownership of 450,000 shares of common stock and 15,000 shares of Series C preferred stock, which equate to 4,200,000 total voting rights.

	(8)	The officers and directors, as a group, consist of three (3) individuals, Messrs. Danzik, Kitchen and Westbrook, which together possess voting rights in the common and Series C preferred shares, which equate to 155,200,000 voting rights.