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EX-32.1 - EXHIBIT 32.1 - MCX Technologies Corpex_113559.htm
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EX-31.1 - EXHIBIT 31.1 - MCX Technologies Corpex_113557.htm
 

 

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2018

 

 

OR

 

 

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

 

Commission File Number:   000-54918

 

MCORPCX, INC.

(Exact name of registrant as specified in its charter)

 

California

(State or other jurisdiction of incorporation or organization)

 

26-0030631

(I.R.S. Employer Identification No.)

 

201 Spear Street, Suite 1100

San Francisco, CA   94105

(Address of principal executive offices, including zip code)

 

(415) 526-2655

(Registrant's telephone number, including area code)

 

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 last 90 days.   YES      NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES      NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

(Do not check if a smaller reporting company)

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

  

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 20,426,158 as of May 7, 2018.  

 

 

 
 

 

 

MCORPCX, Inc.

Form 10-Q Quarterly Report

 

TABLE OF CONTENTS

 

 

 

Page

No.

 

 

 

 

Part I. - Financial Information

 3

 

 

  

Item 1.

Financial Statements.

3

 

 

  

 

Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017.

3

 

 

  

 

Statements of Operations for the Three Months ended March 31, 2018 and 2017 (unaudited).

4

 

 

  

 

Statements of Cash Flows for the Three Months ended March 31, 2018 and 2017 (unaudited).

5

 

 

  

 

Notes to Financial Statements (unaudited).

6

 

 

  

Item 2.

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

13

 

 

  

Item 3.

Quantitative and Qualitative Disclosure about Market Risk.

20

 

 

  

Item 4.

Controls and Procedures.

20

 

 

  

 

Part II. - Other Information

21

 

 

  

Item 1. 

Legal Proceedings.

21

 

  

  

Item 1A.

Risk Factors.

21

 

  

  

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds.

21

 

  

  

Item 3. 

Defaults Upon Senior Securities.

21

  

  

  

Item 4. 

Mine Safety Disclosures.

21

  

  

  

Item 5. 

Other Information.

21

 

 

  

Item 6.

Exhibits.

21

 

 

  

Signatures

23

       

 

 
 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.     FINANCIAL STATEMENTS.

 

 

McorpCX, Inc.

Balance Sheets

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 
   

(unaudited)

         

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 1,490,050     $ 1,616,076  

Accounts receivable

    259,796       274,785  

Total current assets

    1,749,846       1,890,861  

Long term assets:

               

Property and equipment, net

    86,055       86,551  

Capitalized software development costs, net

    253,115       301,574  

Intangible assets, net

    2,500       6,250  

Other assets

    46,134       27,137  

Total assets

  $ 2,137,650     $ 2,312,373  
                 

Liabilities and Shareholders' Equity

               

Liabilities:

               

Accounts payable

  $ 310,742     $ 218,107  

Deferred revenue

    20,497       80,057  

Notes payable

    -       8,169  

Total current liabilities

    331,239       306,333  

Total liabilities

    331,239       306,333  

Shareholders' equity:

               

Common stock, no par value, 500,000,000 shares authorized, 20,426,158 shares issued and outstanding at March 31, 2018 and December 31, 2017

    -       -  

Additional paid-in capital

    6,432,084       6,428,997  

Accumulated deficit

    (4,625,673 )     (4,422,957 )

Total shareholders' equity

    1,806,411       2,006,040  

Total liabilities and shareholders' equity

  $ 2,137,650     $ 2,312,373  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

3

 

 

 

McorpCX, Inc.

Statements of Operations

(unaudited) 

 

   

Three Months

 
   

March 31,

 
   

2018

   

2017

 
                 

Revenue, net

               

Consulting services

  $ 556,236     $ 258,675  

Products and other

    57,618       38,616  

Total revenue, net

    613,854       297,291  

Cost of goods sold

               

Labor

    201,439       59,970  

Products and other

    95,976       79,803  

Total cost of goods sold

    297,415       139,773  

Gross profit

    316,439       157,518  

Expenses

               

Salaries and wages

    218,959       245,359  

Contract services

    74,065       9,748  

Other general and administrative

    222,218       152,199  

Total expenses

    515,242       407,306  
                 

Net operating loss

    (198,803 )     (249,788 )
                 

Interest expense

    (110 )     (2,868 )
                 

Other income (expense)

    (3,803 )     (2,474 )
                 

Loss before income taxes

    (202,716 )     (255,130 )
                 

Income tax provision

    -       -  
                 

Net loss

  $ (202,716 )   $ (255,130 )
                 

Net loss per share-basic and diluted

  $ (0.01 )   $ (0.01 )
                 

Weighted average common shares outstanding-basic and diluted

    20,426,158       20,426,158  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

4

 

 

 

McorpCX, Inc.

Statements of Cash Flows

(unaudited)

 

   

March 31,

 
   

2018

   

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (202,716 )   $ (255,130 )

Adjustments to reconcile net loss to net cash used in operations:

               

Depreciation and amortization

    52,705       58,509  

Stock compensation expense

    3,087       48,265  

Loss on disposal of assets

    -       298  

Unrealized loss on foreign currency transactions

    -       686  

Changes in operating assets and liabilities:

               

Accounts receivable

    14,989       (69,636 )

Other assets

    (18,997 )     3,237  

Accounts payable

    92,635       60,335  

Other current liabilities

    -       714  

Deferred revenue

    (59,560 )     40,545  
                 

Net cash used in operating activities

    (117,857 )     (112,177 )
                 

INVESTING ACTIVITIES

               

Proceeds from sale of equipment

    -       2,000  

Capitalized software development costs

    -       (84,299 )
                 

Net cash used in investing activities

    -       (82,299 )
                 

FINANCING ACTIVITIES

               

Repayment of notes payable

    (8,169 )     -  
                 

Net cash used in financing activities

    (8,169 )     -  
                 

Decrease in cash and cash equivalents

    (126,026 )     (194,476 )
                 

Cash and cash equivalents, beginning of period

    1,616,076       1,925,744  
                 

Cash and cash equivalents, end of period

  $ 1,490,050     $ 1,731,268  
                 

Supplemental disclosure of cash flow information:

               

Interest paid

  $ 110     $ 2,111  

 

The accompanying notes are an integral part of these unaudited financial statements.

  

5

 

 

MCORPCX, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018

(unaudited)

  

 

 

Note 1: Organization and Basis of Presentation

 

McorpCX, Inc. (“we,” “us,” “our,” or the “Company”) was incorporated in the State of California on December 14, 2001. We are a customer experience (CX) management solutions company dedicated to helping organizations improve customer experiences, increase customer loyalty, reduce costs and increase revenue.

 

We are a customer experience services company, delivering consulting and technology solutions to customer-centric organizations. We are engaged in the business of delivering technology-enabled consulting and professional services that are designed to help corporations improve their customer listening and customer experience management capabilities. To augment our consultative solutions, we have developed technology products that include on-demand “cloud based” customer experience management software. Our professional and related services include a range of customer experience management services such as research, training, strategy consulting and process optimization.

 

The financial statements and related disclosures as of and for the three months ended March 31, 2018 and 2017, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). The balance sheet as of December 31, 2017 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the financial statements included in our Annual Report for the year ended December 31, 2017, filed on Form 10-K with the SEC on March 29, 2018.  The results of operations for the three months ended March 31, 2018, are not necessarily indicative of the results to be expected for the full year. Unless the context otherwise requires, all references to "McorpCX," "we," "us," "our" or the "Company" are to McorpCX, Inc.

 

6

 
 

 

 

Note 2: Recent Accounting Pronouncements

 

In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323). The ASU adds SEC disclosure requirements for both the quantitative and qualitative impacts that certain recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. Specially, these disclosure requirements apply to the adoption of ASU No. 2014- 09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In addition, ASU No. 2017-03 conforms certain paragraphs within the SEC Staff Guidance to the guidance issued in Accounting Standards Update No. 2014-01, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The Company is currently evaluating the impact of these amendments on its financial statements.

 

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. The amendments are effective for fiscal years beginning after December 15, 2017, and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2017-09 with no material impact to the financial statements.

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. See Note 3 for further details.

 

In November 2017, the FASB issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606) (SEC Update). The ASU amends SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 116 and SEC Release No. 33-10403, which bring existing guidance into conformity with Topic 606, Revenue from Contracts with Customers. The amendments were effective upon issuance. The Company has evaluated the impact on revenue recognition, and does not expect these amendments to have a material effect on its financial statements.

 

In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which retained the current framework for accounting for financial instruments in generally accepted accounting principles (GAAP) but made targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. The Company adopted ASU 2018-03 with no material impact to the financial statements.

 

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. The ASU amends ASC 220, Income Statement — Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding standard tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2018-02 on its condensed consolidated financial statements.

 

 

7

 
 

 

 

Note 3. Revenues

 

Adoption of ASC Topic 606, "Revenue from Contracts with Customers"

 

On  January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of  January 1, 2018. Results for reporting periods beginning after  January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

 

We did not have a cumulative impact as of  January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our statement of operations for the three months ended  March 31, 2018 as a result of applying Topic 606.

 

Revenue Recognition

 

The Company’s revenue consists primarily of professional and consulting services, as well as software-enabled product sales and other revenues. Consulting services include customer experience management consulting in the areas of strategy development, planning, education, training and program design, and includes the articulation of customer-centric strategies and implementation roadmaps in support of these strategies. Product revenue is from productized and software-enabled service sales not elsewhere classified, while other revenue includes reimbursement of related travel costs and out-of-pocket expenses.

 

The consulting services are contracted under master terms and conditions with statements of work (“SOW”) defined for each project. A typical consulting SOW will span a period of 60-180 days and will usually be billed to the client based on certain milestones being achieved throughout the SOW. The Company recognizes revenue based upon a percentage of completion of each SOW during each project, which are typically 60-180 days in duration. In addition, we typically incur travel other miscellaneous expenses during work on each SOW which we bill to our clients for reimbursement. The travel and miscellaneous expenses are recognized in revenue on a percentage of work complete basis.

 

Contract costs, such as commissions, are typically incurred contemporaneously with the pattern of revenue recognition and, as such, are expensed as incurred.

 

Consulting Service Revenues

 

The Company’s consulting services are project based and include the articulation of customer-centric strategies and implementation roadmaps in support of these strategies. The performance obligation in these projects is the delivery of specific findings reports as it pertains to the customer experience being analyzed. These projects include milestone payments for completion of different phases of the project and are included in the transaction price. These milestone payments are deemed to be fixed because the milestones are within the control of the Company. The projects also include reimbursable expenses, which are part of the transaction price and deemed variable consideration. These reimbursable expenses are estimated at contract inception. Given the confidentiality provisions in the agreement and the nature of the services being performed, the Company has no alternative use for the specific findings report. Therefore, the Company recognizes the transaction price over time, based on percentage of completion of the milestones in the contract.

 

Product and other revenue

 

Product and other revenue includes brand perception tracking and performance assessments where the Company utilizes its web-hosted Touchpoint Mapping On-Demand application to gather data and analyze results and is a SaaS (Software as a Service) technology offering. SaaS is a subscription based offering that  may include nonrefundable setup fees, subscription fees, professional services, and consulting fees related to implementation, customization, configuration, training, and other value added services. The performance obligations in these contracts are the license for Touchpoint Mapping® On-Demand, which includes implementation and survey distribution, and support. The license is not subject to the licensing guidance in Topic 606 because the customer can’t take possession of the software at any time and the customer would not be able to operate the software on its own or with another third party. The transaction price may include implementation, setup and training fees and license fees for the application. Revenue for the Touchpoint Mapping On-Demand application license and support is recognized on a straight-line basis because they are deemed to be stand-ready obligations. Because each of the performance obligations represent a stand-ready obligation, the obligation is time based and the Company has the same obligations to provide access to the system and customer support on a daily basis. Usage does not affect the ability of the customer to access the application or the customer support. For these reasons, revenue is recognized on a straight line basis over the contract period. If billings are front loaded, this will result in a deferral of revenue during the contract period. For recognition purposes, we do not unbundle such services into separate performance obligations as their pattern of transfer does not differ.

 

8

 

 

The aggregate amount of the transaction price allocated to product and other revenue performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period is $20,497. The Company expects to recognize revenue of $20,497 in fiscal year 2018 related to these unsatisfied (or partially unsatisfied) performance obligations. Revenue related to these performance obligations are not expected to be recognized beyond fiscal year 2018.

 

Arrangements with Multiple Performance Obligations

 

The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers. If the pattern of transfer of control for each obligation does not differ, the Company does not allocate revenue to specific performance obligations.

 

Deferred Revenues (Contract Liabilities)

 

The Company records deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable.

 

Payment terms vary by customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, full or a partial payment of the entire contract is required before the products or services are delivered to the customer.

 

In the first quarters of 2018 and 2017, we recognized revenue of $73,766 and $51,029 related to our contract liabilities at January 1, 2018 and January 1, 2017, respectively.

 

Contract Assets

 

Given the nature of the Company’s services and contracts, it has no contract assets.

 

Practical Expedients and Exemptions

 

Contract costs consist primarily of sales commissions, The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less and they are only due and payable upon receipt of payment from the client. These costs are recorded within sales and marketing expenses.

 

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

 

 

Note 4: Capitalized Software Development Costs 

 

Costs incurred to develop Software as a Service (SaaS) technology consist of external direct costs of materials and services and payroll and payroll-related costs for employees who directly devote time to the project. Research and development costs incurred during the preliminary project stage are expensed as incurred. Capitalization begins when technological feasibility is established. Costs incurred during the operating stage of the software application relating to upgrades and enhancements are capitalized to the extent that they result in the extended life of the product. All other costs are expensed as incurred. Expenses relating to upgrades and enhancements were capitalized during the three months ended March 31, 2017 in the amount of $84,299. There were no expenses capitalized during the three months ended March 31, 2018.

 

Amortization of software development costs commenced when the product was available for general release to customers. The capitalized costs are amortized on a straight-line basis over the three-year expected useful life of the software. Capitalized software development costs, net of amortization, were $253,115 and $301,574 as of March 31, 2018 and December 31, 2017, respectively. Amortization expense incurred during the three months ended March 31, 2018 and 2017 was $48,458 and $45,389, respectively and is included in cost of goods sold in the statements of operations.

 

9

 
 

 

 

Note 5: Intangible Assets

 

Intangibles consist of the following as of March 31, 2018.

 

   

2018

 
           

Accumulated

         
   

Gross

   

Amortization

   

Net Book Value

 

Website development costs

  $ 70,188     $ (70,188 )   $ -  

Media distribution rights

    25,000       (22,917 )     2,083  

Intellectual property

    5,000       (4,583 )     417  

LinkedIn Group

    2,500       (2,500 )     -  

Organization costs

    1,377       (1,377 )     -  

Total intangibles

  $ 104,065     $ (101,565 )   $ 2,500  

 

Our intangible assets are reviewed for impairment when facts or circumstances suggest that the carrying value of the asset may not be recoverable.  There were no impairment charges during the three months ended March 31, 2018 and 2017.

 

Total amortization of intangible assets was $3,750 and $11,917 for the three months ended March 31, 2018 and 2017, respectively.

 

 

 

Note 6: Stock-Based Compensation

 

Our stock-based compensation plan was originally established in 2008. The shares of our common stock issuable pursuant to the terms of such plan (the “Plan Shares”) could not exceed 30% of any outstanding issue or 2,500,000 shares, whichever was the lower amount.

 

In December 2015, we adopted a revised share option plan in which Plan Shares cannot exceed 10% of the total issued and outstanding shares at any given time. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of the grant and all option grants have a 10-year term. This share option plan was approved by the Company’s shareholders at the annual meeting of shareholders on August 10, 2016.

 

To calculate the fair value of stock options at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on a blended historical volatility of our own stock and similar sized companies due to the limited historical data available for our own stock price.  The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110.  The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

 

10

 

 

At March 31, 2018, 1,340,000 stock options were exercisable and $3,087 of total compensation cost related to vested share-based compensation grants had been recognized for the three months ended March 31, 2018. Unrecognized compensation expense from stock options was $2,782 at March 31, 2018, which is expected to be recognized over a weighted-average vesting period of 0.22 years beginning April 1, 2018. 

 

The following table summarizes our stock option activity for the three months ended March 31, 2018:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Remaining

   

Aggregate

 
   

Number of

   

Exercise

   

Contractual

   

Intrinsic

 
   

Shares

   

Price

   

Term (in years)

   

Value

 

Outstanding at December 31, 2017

    1,350,000     $ 0.60       6.07       -  

Granted

    -       -       -       -  

Exercised

    -       -       -       -  

Forfeited or expired

    -       -       -       -  

Outstanding at March 31, 2018

    1,350,000     $ 0.60       5.83       -  

Exercisable at March 31, 2018

    1,340,000     $ 0.59       5.81     $ -  

   

There were no options granted during the three months ended March 31, 2018.

 

 

 

Note 7: Concentrations

 

We sell products and services under various terms to a broad range of companies across multiple industries ranging from start-ups to Fortune 500 companies, with sales historically concentrated among a few large clients. We continue to make efforts to mitigate risk from loss of a single client and shift sales concentration to a more even distribution among our clients. For the three months ended March 31, 2018 and 2017, the percentage of sales and the concentrations are:

 

   

2018

   

2017

 

Largest client

    32 %     36 %

Second largest client

    26 %     24 %

Third largest client

    10 %     16 %

Next three largest clients

    25 %     22 %

All other clients

    7 %     2 %
      100 %     100 %

    

Sales are made without collateral and the credit-related losses have been insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.

  

 

Note 8: Debt

 

On September 16, 2011, a $100,000 CAD note was executed with an individual, a 1.86% shareholder. The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest on its amended maturity date of October 31, 2017. Effective October 31, 2016 the note's previous maturity date of September 16, 2016 was amended to extend the maturity date to October 31, 2017. In October 2017, $66,217 was paid to the note holder and the remaining balance of $8,169 was paid in February 2018 fully satisfying the debt. The balance of $8,169 is presented under notes payable on the balance sheet as of December 31, 2017 and there were no fees or penalties incurred by the Company. There was no notes payable balance as of March 31, 2018. We have recorded foreign currency losses of $413 and $1,267 during the three months ended March 31, 2018 and 2017, respectively, related to the revaluation of this note's principal from CAD to USD.

 

Interest expense was $110 and $2,868 for the three months ended March 31, 2018 and 2017, respectively and consists of interest on our short-term promissory notes, and credit card balances.

   

11

 
 

 

 

Note 9: Going Concern

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

  

We have had material operating losses and have not yet created positive cash flows. These factors raise substantial doubt as to our ability to continue as a going concern. However, we continue to improve our core consulting services revenue and contain costs in order to reduce our net operating losses. We believe that our increased revenues and improved net losses in the year ended December 31, 2017 and the first quarter of 2018 compared to our financial results in the year ended December 31, 2016 and the first quarter of 2017 coupled with our cash balance of $1,490,050 as at March 31, 2018 and our belief that sufficient funding may be available from private placements of equity securities or additional borrowings if needed will enable us to meet our liquidity needs over the next 12 months. Notwithstanding the foregoing, our longer-term ability to continue as a going concern is entirely dependent upon our ability to achieve a level of profitability, and/or to raise additional capital through debt financing and/or through sales of common stock. We cannot provide any assurance that profits from operations, if any, will generate sufficient cash flow to meet our working capital needs and service our existing debt, nor that sufficient capital can be raised through debt or equity financing. The financial statements do not include adjustments related to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern. 

 

 

12

 
 

 

 

ITEM 2.

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

 

Cautionary Statement

 

This Management’s Discussion and Analysis includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe,” “expect,” “plan”, “estimate,” “anticipate,” “intend,” “project,” “will,” “predicts,” “seeks,” “may,” “would,” “could,” “potential,” “continue,” “ongoing,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from our predictions. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

 

Unless the context otherwise requires, all references to "McorpCX," "we," "us," "our" or the "Company" are to McorpCX, Inc. and our subsidiaries.

 

Critical Accounting Policies and Estimates

 

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. We believe that the assumptions and estimates associated with revenue recognition, income taxes, stock-based compensation, research and development costs and impairment of long-lived assets have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

 

A description of the Company’s critical accounting policies and related judgments and estimates that affect the preparation of the Company’s financial statements is set forth in under the heading “Critical Accounting Policies and Estimates” in Item 7, Management’s Discussion and Analysis of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. With the exception of the adoption of Topic 606 discussed in Note 3, such policies were unchanged during the three months ended March 31, 2018.

 

 

Overview

 

We are a customer experience (CX) management solutions company dedicated to helping organizations improve customer experiences, increase customer loyalty, reduce costs and increase revenue. We believe that delivering better customer experiences is a powerful, sustainable way for any organization to differentiate themselves from their competition. As such, we are engaged in the business of developing and delivering technology-enabled products and professional services that are designed to help corporations improve their customer listening and customer experience management capabilities with the goal of helping them design and deliver better experiences for their customers.

 

Our primary source of revenue is derived from our consulting services which are intended to help primarily large and medium sized organizations plan, design and deliver better customer experiences in order to maximize their return on investment, improve efficiency, and increase the adoption of our products and services. Our services offered include a range of customer experience management consulting services in the areas of research, strategy development, planning, education, training and best practices, as well as providing customer-centric strategies and implementation roadmaps in support of these strategies.

 

Our products include on-demand “cloud based” customer experience management software such as Touchpoint Mapping® On-Demand (also marketed as McorpCX | Insights), referred to as “Touchpoint Mapping”, and McorpCX | Persona.

 

Touchpoint Mapping is a research-based online Software-as-a-Service (“SaaS”) solution designed to provide insights to organizations that can help them improve customer and employee experience, brand, and loyalty. It is designed to be a solution for customer-centric organizations to measure and gather customer data across all their touchpoints, channels and interactions with their customers.

 

McorpCX | Persona, another online SaaS solution, is designed for developing and managing customer persona, as well as automating the currently manual process of developing, managing and sharing persona across corporations. It is designed to help customer-centric businesses and the agencies and consultancies that serve them to better understand, connect with and serve their customers.

 

13

 

 

There are many potential unforeseen and significant market and competitive risks associated our current products and services. Though we released the first version of Touchpoint Mapping in 2013, and we released the first version of McorpCX | Persona in 2016, neither product has generated significant sales revenue to date, and we cannot predict the timing or probability of generating material sales revenue from either of them.

 

As of the date of this report, we have yet to engage the necessary sales and marketing staff or the capabilities required to identify, develop, and close material product sales opportunities, and currently lack sufficient resources to market and sell our products in the manner which we believe is required to achieve our product sales and revenue growth objectives. It is our expectation that numerous unforeseen challenges will be encountered as we continue to develop, market, distribute and sell our products and services.

 

Although management still believes that our ability to achieve long-term profitability will stem in large part from our ability to successfully commercialize our software products, we feel that in the short-term, expanding our consulting business will lead to greater revenues for the Company, which could be utilized for future product development. We intend to continue to evaluate our software products to determine the next phase of new product development and potential enhancements to our existing product suite.

 

The Company is in the process of determining the optimal path forward for our software products based on current market dynamics, the competitive environment and customer feedback. We continue to evaluate various potential strategies with the goal of improving our ability to achieve additional revenue and profit growth for both our software products as well as our consultant services. These possible strategies, which are generally focused on ways to create a more complete slate of customer experience solutions for our clients, include further software or technology development expenditures, pursuit of merger, acquisitions or joint ventures with companies that provide complimentary products and services, software licensing arrangements, and investment in additional infrastructure within our Company. Each of these possible strategies will be thoroughly vetted by our board of directors to assess the expected level of enterprise value creation for each strategy compared to the various risks associated with each possible scenario.  In addition, we may require financing to pursue these strategies that is beyond our current financial resources.  Accordingly, there is no assurance that we will be able to pursue any strategies that are identified by our board of director.

 

We cannot assure you that we will be able to compete successfully against current or potential competitors, or that competition will not have a material adverse effect on our business, financial condition and operations.

 

14

 

 

Summary of Financial Results

 

Select financial highlights for the three months ended March 31, 2018:

 

 

Revenue increased by 106% from $297,291 in the first quarter of 2017 to $613,854 in the first quarter of 2018.

 

Gross profit increased by 101% to $316,439 in the first quarter of 2018 from $157,518 in the first quarter of 2017.

 

Net operating loss was $198,803 in the current quarter, a 20% improvement from our net operating loss of $249,788 for the first quarter of 2017.

 

The Company reported EBITDA(1) of ($149,901) in the first quarter of 2018 compared to ($193,753) in the first quarter of 2017, which represented an 23% improvement in the current quarter from the prior period.

 

The Company had a cash balance of $1,490,050 at March 31, 2018 compared to a cash balance of $1,616,076 at December 31, 2017.

 

(1) We define EBITDA as the net loss plus interest, tax, depreciation and amortization expenses. We consider EBITDA to be a meaningful supplement to net income (loss) as a performance measure primarily because depreciation and amortization expenses are not actual cash costs, and interest and tax expenses are not related to our direct operating activities. See below for a reconciliation of net income (loss) to EBITDA.

 

Sources of Revenue

 

Our revenue consists primarily of professional and consulting services, as well as software-enabled product sales and other revenues. Consulting services include customer experience management consulting in the areas of strategy development, planning, education, training and program design, and includes the articulation of customer-centric strategies and implementation roadmaps in support of these strategies. Product revenue is from productized and software-enabled service sales not elsewhere classified, while other revenue includes reimbursement of related travel costs and out-of-pocket expenses.

  

While our plan of operations is based on enhancing our service revenue by cross-selling our products to clients in complement to our consulting services to establish more recurring SaaS subscription fees, we anticipate that fees for professional and consulting services will remain our most significant revenue source in the foreseeable future. We have not obtained material stand-alone sales commitments for Touchpoint Mapping® On-Demand or McorpCX | Persona, and do not anticipate being able to do so until we engage the necessary sales and marketing staff to develop and execute product sales opportunities. During the second half of 2017, we stopped further development of our software in order to re-assess the product roadmap to better define the future direction of our software platform.

 

Cost of Goods Sold and General and Administrative Expenses

 

Cost of Goods Sold

 

Cost of goods sold has historically consisted primarily of expenses directly related to providing professional and consulting services. Those expenses include contract labor, third-party services, and materials and travel expenses related to providing professional services to our clients. Costs of goods also includes product-related hosting and monitoring costs, licenses for products embedded in the application, amortization of capitalized software development costs, related sales commissions, service support, account and subscription management, as applicable.

  

General and Administrative Expenses

 

General and administrative expenses consist primarily of salary and related expenses for management, client delivery, finance and accounting, and sales and marketing. These expenses also include contract services, as well as marketing and promotion costs, professional fees, software license fee expenses, administrative costs, insurance, rent and a portion of travel expenses and other overhead, which are categorized as “other general and administrative expenses” in our financial statements. In addition, the other general and administrative expenses include the professional fees, filing, and registration costs necessary to meet the requirements associated with having to file reports with the United States Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as well as having our stock listed on the TSX Venture Exchange (the “TSX-V”) in Canada and the OTCQB venture marketplace in the United States.

 

Sales and marketing expenses are currently reflected in salaries and wages, commissions, contract labor, sales, marketing and promotion, and other related overhead expense categories. Since we currently recognize revenue over the term of the subscriptions or professional services engagements, we expect to experience a delay between increases in selling and marketing expenses and the recognition of revenue. We expect to continue to incur significant sales and marketing expenses in both absolute dollars and as a percentage of expenses as we seek to increase the level of our sales and marketing activities. We expect that total general and administrative expenses will increase as we continue to add resources in connection with the growth of our business.

 

   

Results of Operations

  

                   

Change from

   

Percent Change

 

Revenue

 

2018

   

2017

   

Prior Year

   

from Prior Year

 

Three Months Ended Mar 31,

  $ 613,854     $ 297,291     $ 316,563       106 %

    

15

 

 

Overall the 106% increase in year over year revenue was attributed to a 115% increase in consulting services revenue and a 49% increase in products and other revenue for the three months ended March 31, 2018 compared to same period in the prior year. The increase in consulting services revenue from $258,675 for the three months ended March 31, 2017 to $556,236 for the same period in 2018 was primarily the result of increased revenues from both new clients as well as from existing clients in 2018 compared to 2017, which we believe were mostly the result of our continued marketing efforts related to attracting new clients and from cross-selling different services to our existing clients. The increase in product and other revenue from $38,616 for the three months ended March 31, 2017 to $57,618 for the same period in 2018 was largely attributed to increased reimbursable travel and miscellaneous expenses plus ancillary services we provided in connection with our consulting services.

 

 

                   

Change from

   

Percent Change

 

Cost of Goods Sold

 

2018

   

2017

   

Prior Year

   

from Prior Year

 

Three Months Ended Mar 31,

  $ 297,415     $ 139,773     $ 157,642       113 %

    

Cost of goods sold increased by $157,642 for the three months ended March 31, 2018, compared to the same period in 2017 due primarily to increased resources required to support the increase in consulting services provided during the current period. In the three months ended March 31, 2018, our labor costs increased by $141,469 compared to the same period in the prior year mainly as a result of the Company’s need to contract outside services to assist with delivery of our consulting services in 2018. There was also an increase in reimbursable expenses of $18,892 for the three months ended March 31, 2018 compared to the same period in the prior year, which was related to an increase in travel and miscellaneous expenses associated with the delivery of the increased consulting services in 2018. We also recorded $48,458 in amortization of capitalized software development costs for the three months ended March 31, 2018, compared to $45,389 in costs related to software amortization for the same period in the prior year.

 

                   

Change from

   

Percent Change

 

Net Operating Income (Loss)

 

2018

   

2017

   

Prior Year

   

from Prior Year

 

Three Months Ended Mar 31,

  $ (198,803 )   $ (249,788 )   $ 50,985       20 %

 

For the three months ended March 31, 2018 we had a net operating loss of $198,803 compared to a net operating loss of $249,788 for the three months March 31, 2017. During 2018, we focused on growing our consulting services operations through increased business development activities which contributed to a $50,985 reduction in net loss for the three months ended 2018 compared to the same period in the previous year. Similarly, EBITDA improved by $43,852 to a loss of $149,901 for the three months ended March 31, 2018 compared to a loss of $193,753 for the three months ended March 31, 2017.

 

16

 

 

We consider EBITDA to be a meaningful supplement to net income (loss) as a performance measure primarily because depreciation and amortization expenses are not an actual cash costs, and interest and tax expenses are not related to our direct operating activities. In addition, we believe EBITDA is commonly used by investors and other interested parties to evaluate our financial performance. EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs. EBITDA should not be considered as an alternative to net income (loss) or income (loss) from operations as a measure of performance, or as an alternative to net cash from operating activities as a measure of liquidity. EBITDA is an internal measure and therefore may not be comparable to other companies. EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that EBITDA does not reflect: (i) our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, working capital needs; and (iii) the interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt (if any). Because of these limitations, EBITDA should only be considered as a supplemental performance measure and should not be considered as a measure of liquidity or cash available to us to invest in the growth of our business. Because all companies do not calculate EBITDA in the same manner, EBITDA as calculated by us may differ from EBITDA as calculated by other companies. We compensate for these limitations by using EBITDA as a supplemental measure of our performance and by relying primarily on our GAAP financial statements.

 

The following table provides a reconciliation of net income (loss) to EBITDA for the periods indicated:

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
                 

Net Income (Loss)

  $ (202,716 )   $ (255,130 )

Depreciation and Amortization

    (52,705 )     (58,509 )

Interest expense

    (110 )     (2,868 )

EBITDA

  $ (149,901 )   $ (193,753 )

 

 

 

 

                   

Change from

   

Percent Change

 

Salaries and Wages

 

2018

   

2017

   

Prior Year

   

from Prior Year

 

Three Months Ended Mar 31,

  $ 218,959     $ 245,359     $ (26,400 )     (10.76% )

 

Salaries and wages decreased by $26,400 during the three months ended March 31, 2018 compared to the same period in 2017 mostly as a result of a decrease in stock-based compensation expense of approximately $45,200, which was primarily driven by the Company not granting any options to employees in 2018, combined with a $20,500 reduction in staff salaries and a $2,300 reduction in payroll taxes, being partially offset by an increase in officers’ salaries of approximately $41,600 during the first quarter of 2018 compared to the same period in 2017.  From the total officers’ salaries costs incurred during the three months ended March 31, 2017, $19,000 was capitalized.

 

We did not incur any software development costs for the three months ended March 31, 2018 primarily due to the decision to curtail additional software development halfway through 2017. While there were no costs incurred for the three months ended March 31, 2018, the aggregate cost for independent software designers, developers, programmers and project management professionals was approximately $65,000 for the three months ended March 31, 2017, of which a total of $19,000 was capitalized. 

 

  

                   

Change from

   

Percent Change

 

Contract Services

 

2018

   

2017

   

Prior Year

   

from Prior Year

 

Three Months Ended Mar 31,

  $ 74,065     $ 9,748     $ 64,317       659.80 %

 

 

Contract services expenses increased during the three months ended March 31, 2018 compared to the same period in 2017 primarily due to increases in accounting and administrative costs and related to the expenses associated with the additional personnel required to support a higher level of consulting projects during the current quarter.

 

17

 

 

                   

Change from

   

Percent Change

 

Other General and Administrative

 

2018

   

2017

   

Prior Year

   

from Prior Year

 

Three Months Ended Mar 31,

  $ 222,218     $ 152,199     $ 70,019       46.00 %

  

Other general and administrative costs increased for the three months ended March 31, 2018 compared to the same period in 2017 primarily due to an increase in sales and marketing expenses of $33,400 as well as an increase in professional fees mostly due to increased accounting fees associated with additional work related to the adoption of new accounting standard ASC 606 in January 2018, an increase in legal fees and other professional fees related to business development activities during the current quarter compared to the same period in 2017. These increases were partially offset by decreases in expenses related to administration, rent and insurance totaling $20,800 in the first quarter of 2018 compared to the same quarter in 2017.

 

 

                   

Change from

   

Percent Change

 

Other Income/Expense

 

2018

   

2017

   

Prior Year

   

from Prior Year

 

Three Months Ended Mar 31,

  $ (3,803 )   $ (2,474 )   $ (1,329 )     (53.72% )

 

Other expenses increased for the three months ended March 31, 2018 when compared to the corresponding periods in 2017 primarily due to the net effect of fluctuating unrealized gains and losses associated with the revaluation of a promissory note from Canadian dollars to United States dollars which is now paid in full.

 

18

 

 

Liquidity and Capital Resources

 

We measure our liquidity in a variety of ways, including the following:

 

   

March 31,

2018

   

December 31,

2017

 

Cash and cash equivalents

  $ 1,490,050     $ 1,616,076  

Working capital

  $ 1,418,607     $ 1,584,528  

 

 

Anticipated Uses of Cash

 

For the three months ended March 31, 2018 and the year ended December 31, 2017, we were able to finance our operations, including capital expenditures for infrastructure, product development and marketing activities with cash generated through operating activities, and cash on hand. The accompanying financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

 

In 2017 and the first three months of 2018, our primary area of investment was professional staff to support our consulting services and manage our SaaS product business, including client relationship management, product development, staff sales and marketing activities.

 

We currently anticipate that our uses of cash for the remainder of 2018 will mirror the primary uses of cash during the first quarter of 2018, which included cash paid to professional staff to support our consulting services, professional services and SaaS product delivery business along with our general and administrative support and new business development activities.

 

We currently plan to fund our expenditures with cash flows generated from ongoing operations and/or if needed, the possibility may exist to raise additional capital through debt financing and/or through sales of common stock. We do not intend to pay dividends in the foreseeable future. Based upon the current level of our pipeline of signed contracts and pipeline of potential new projects plus our current expectations for future periods in light of the current economic environment, we believe that cash flow from operations and available cash will be adequate to finance the capital requirements for our business during the next 12 months.

 

 We continue to seek ways to expand upon our business and as such, in the future we may make acquisitions of businesses or assets or commitments to additional capital projects. To achieve the long-term goals of expanding our assets and earnings, including through acquisitions, capital resources will be required. Depending on the size of a transaction, the capital resources that will be required can be substantial. The necessary resources will be generated from cash flow from operations, cash on hand, borrowing against our assets or the issuance of securities.

 

 

Cash Flow – Three months Ended March 31, 2018 and 2017

 

Operating Activities. Net cash used in operating activities increased to $117,857 for the three months ended March 31, 2018 compared to $112,177 for the three months ended March 31, 2017, mostly as a result of increased cash provided by a $52,414 reduction in net operating loss, combined with cash provided in connection with a decrease in accounts receivable and an increase in accounts payable during the current quarter compared to the same quarter of 2017, being more than offset by a reduction of non-cash items such as stock compensation expenses and depreciation and amortization in the first quarter of 2018 compared to the same quarter of 2017, combined with cash used in connection with decreased deferred revenue and an increase in other assets.

 

Days Sales Outstanding (“DSO”), which the Company defines as the average number of days it takes to collect revenue once a sale has been made, increased in 2018 compared to the same period of the prior year. During the three months ended March 31, 2018, DSO was approximately 38 days, up from approximately 31 days during the three months ended March 31, 2017. This increase mainly resulted from a lower accounts receivable balance at the end of the three months ended March 31, 2018 compared to the same period in 2017. DSO can fluctuate due to the timing and nature of contracts that lead to up-front billings related to deferred revenue on services not yet performed.

 

Investing Activities. There was no net cash used in investing activities for the three months ended March 31, 2018 compared to $82,299 in net cash used in investing activities for the same period in 2017. Net cash used in investing activities during the three months ended March 31, 2017 primarily consisted of cash used for capitalized software development costs of $84,299 partially offset by proceeds from the sale of equipment.

 

19

 

 

Financing Activities. Net cash used in financing activities for the three months ended March 31, 2018 amounted to $8,169 related to the repayment of a $100,000 CAD note during the period. There was no cash provided by, or used in, financing activities for the three months ended March 31, 2017.  

 

Off Balance Sheet Arrangements

 

We did not have any off balance sheet arrangements as of March 31, 2018.

  

   

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

  

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

 

  

ITEM 4.

CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedure

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective.

 

 

  

Changes in Internal Controls

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, in order to address the deficiencies in the Company’s internal control over financial reporting, the Company engaged an external firm in the first quarter of 2018 to provide outsourced controller services. This external firm is currently in the process of documenting our internal control process, and is expected to provide guidance to assist the Company in developing sufficient segregation of duties within our accounting functions.

 

20

 

 

PART II. OTHER INFORMATION

 

 

ITEM 1.

LEGAL PROCEEDINGS.

 

We are not involved in any legal actions or claims and to our knowledge no such actions or claims are pending.

  

 

ITEM 1A.

RISK FACTORS.

 

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Annual Report”), which could materially affect our business, results of operations or financial condition.

 

The risk factors affecting the Company have not materially changed as of March 31, 2018 from those disclosed in the 2017 Annual Report. However, it is important to note that the risks described in our 2017 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to materially adversely affect our business, results of operations or financial condition.

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Recent Sales of Unregistered Securities

 

There were no unregistered sales of our equity securities during the three-month period ended on March 31, 2018.

 

Purchases of Equity Securities

 

During the three months ended March 31, 2018, there were no purchases of our common stock made by, or on behalf of, the Company or any "affiliated purchaser," as defined by Rule 10b-18 of the Exchange Act.

  

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

  

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

  

 

ITEM 5.

OTHER INFORMATION.

 

(a)

Not applicable.

  

 

ITEM 6.

EXHIBITS.

 

 

3.1

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).

3.2

Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).

3.3

Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).

3.4

Amended Articles of Incorporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 13, 2015).

3.5

Amended Articles of Incorporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016).

 

21

 

 

3.6 

Amended and Restated Bylaws (Incorporated by reference to Exhibit 3. 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 24, 2015).

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1*

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension – Schema

101.CAL

XBRL Taxonomy Extension – Calculations

101.DEF

XBRL Taxonomy Extension – Definitions

101.LAB

XBRL Taxonomy Extension – Labels

101.PRE

XBRL Taxonomy Extension – Presentation

 

*Furnished, not filed

 

Notes to Exhibits List:

 

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheet, (ii) Statements of Operations, (iii) Statements of Cash Flows, and (iv)Notes to the Financial Statements. In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

22

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report has been signed on its behalf by the undersigned, thereunto duly authorized on this 9th day of May 2018.

 

 

MCORPCX, INC.

 

 

 

 

 

BY:

/s/Michael Hinshaw

 

 

Michael Hinshaw

 

 

Chief Executive Officer, Treasurer, Principal Accounting Officer, Secretary and Director 

  

  

  

  

BY:

/s/Gregg Budoi

  

 

Gregg Budoi

  

 

Chief Financial Officer

 

23

 

 

EXHBIIT INDEX

 

3.1

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).

3.2

Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).

3.3

Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).

3.4

Amended Articles of Incorporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 13, 2015).

3.5

Amended Articles of Incorporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016).

3.6 

Amended and Restated Bylaws (Incorporated by reference to Exhibit 3. 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 24, 2015).

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1*

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension - Schema

101.CAL

XBRL Taxonomy Extension - Calculations

101.DEF

XBRL Taxonomy Extension - Definitions

101.LAB

XBRL Taxonomy Extension - Labels

101.PRE

XBRL Taxonomy Extension - Presentation

 

*Furnished, not filed

 

Notes to Exhibits List:

 

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheet, (ii) Statements of Operations, (iii) Statements of Cash Flows, and (iv)Notes to the Financial Statements. In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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