MCX Technologies Corp - Quarter Report: 2013 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
[X]
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013
|
|
OR
|
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission File Number: 000-54918
TOUCHPOINT METRICS, 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 issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [X] 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 [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large Accelerated Filer
|
[ ]
|
Accelerated Filer
|
[ ]
|
||
|
Non-accelerated Filer
|
[ ]
|
Smaller Reporting Company
|
[X]
|
||
|
(Do not check if smaller reporting company)
|
|||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
13,132,302 as of May 9, 2013.
Touchpoint Metrics, Inc.
Form 10-Q Quarterly Report
|
Page No.
|
||
|
|
||
|
|
||
|
Financial Statements.
|
3
|
|
|
|
|
|
|
Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012
|
3
|
|
|
|
||
|
|
Statements of Operations for the Three Months ended March 31, 2013 and 2012 (unaudited)
|
4
|
|
|
||
|
|
Statements of Cash Flows for the Three Months ended March 31, 2013 and 2012 (unaudited)
|
5
|
|
|
||
|
Notes to Financial Statements
|
6
|
|
|
|
||
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
13
|
|
|
|
||
|
Quantitative and Qualitative Disclosure about Market Risk.
|
18
|
|
|
|
||
|
Controls and Procedures.
|
19
|
|
|
|
||
|
|
||
|
|
||
|
Risk Factors.
|
19
|
|
|
|
||
|
Exhibits.
|
19
|
|
|
|
||
|
22
|
||
|
|
||
|
23
|
||
-2-
|
Touchpoint Metrics, Inc.
|
|||||
|
|
|||||
|
|
|||||
|
March 31,
2013
|
December 31,
2012
|
||||
|
(unaudited)
|
|||||
|
|
|||||
|
Assets
|
|||||
|
|
|||||
|
Current assets:
|
|||||
|
Cash and cash equivalents
|
$
|
114,571
|
$
|
106,999
|
|
|
Accounts receivable
|
145,924
|
110,720
|
|||
|
Accounts receivable-related party
|
2,343
|
1,527
|
|||
|
Total current assets
|
262,838
|
219,246
|
|||
|
Long term assets:
|
|||||
|
Property and equipment, net
|
89,064
|
152,724
|
|||
|
Capitalized software development costs
|
219,307
|
188,371
|
|||
|
Intangible assets, net
|
59,151
|
59,151
|
|||
|
Other assets
|
11,622
|
11,622
|
|||
|
Total long term assets
|
379,144
|
411,868
|
|||
|
Total assets
|
$
|
641,982
|
$
|
631,114
|
|
|
|
|||||
|
Liabilities and Shareholders’ Equity
|
|||||
|
|
|||||
|
Current liabilities:
|
|||||
|
Accounts payable
|
$
|
148,217
|
$
|
50,866
|
|
|
Accrued liabilities
|
41,067
|
1,452
|
|||
|
Notes payable-related party
|
25,000
|
-
|
|||
|
Total current liabilities
|
214,284
|
52,318
|
|||
|
Long-term liabilities:
|
|||||
|
Other noncurrent liabilities, accrued interest
|
9,000
|
7,500
|
|||
|
Notes payable
|
50,000
|
50,000
|
|||
|
Notes payable-related party
|
100,000
|
100,000
|
|||
|
Total long-term liabilities
|
159,000
|
157,500
|
|||
|
Total liabilities
|
373,284
|
209,818
|
|||
|
Commitments and contingencies
|
|||||
|
Shareholders’ equity:
|
|||||
|
Common stock, $0 par value, 30,000,000 shares authorized,
|
|||||
|
13,132,302 shares issued and outstanding at March 31, 2013
and December 31, 2012, respectively
|
1,542,651
|
1,542,651
|
|||
|
Accumulated deficit
|
(1,301,524)
|
(1,145,758)
|
|||
|
Additional paid-in capital
|
27,571
|
24,403
|
|||
|
Total shareholders’ equity
|
268,698
|
421,296
|
|||
|
Total liabilities and shareholders’ equity
|
$
|
641,982
|
$
|
631,114
|
|
The accompanying notes are an integral part of these statements.
-3-
|
Touchpoint Metrics, Inc.
|
|||||
|
(unaudited)
|
|||||
|
|
|||||
|
|
|||||
|
Three Months Ended March 31,
|
|||||
|
|
2013
|
2012
|
|||
|
|
|||||
|
Revenue
|
|||||
|
Consulting services
|
$
|
250,934
|
$
|
118,400
|
|
|
Products & Other
|
15,454
|
4,441
|
|||
|
Total revenue
|
266,388
|
122,841
|
|||
|
|
|||||
|
Cost of goods sold
|
|||||
|
Labor
|
64,396
|
15,999
|
|||
|
Services
|
-
|
3,500
|
|||
|
Products and other
|
9,636
|
18,208
|
|||
|
Total cost of goods sold
|
74,032
|
37,707
|
|||
|
Gross profit
|
192,356
|
85,134
|
|||
|
|
|||||
|
Expenses
|
|||||
|
Salaries and wages
|
172,918
|
115,031
|
|||
|
Contract services
|
12,449
|
62,311
|
|||
|
Other general and administrative
|
96,700
|
113,133
|
|||
|
Total expenses
|
282,067
|
290,475
|
|||
|
|
|||||
|
Net operating income
|
(89,711)
|
(205,341)
|
|||
|
Interest expense
|
(3,073)
|
(2,536)
|
|||
|
Loss on disposal of assets
|
(62,982)
|
-
|
|||
|
Loss before income taxes
|
(155,766)
|
(207,877)
|
|||
|
Income tax provision
|
-
|
-
|
|||
|
|
|||||
|
Net loss
|
$
|
(155,766)
|
$
|
(207,877)
|
|
|
|
|||||
|
Net loss per share-basic and diluted
|
$
|
(0.012)
|
$
|
(0.016)
|
|
|
|
|||||
|
Weighted average common shares outstanding-basic and diluted
|
13,132,302
|
13,112,302
|
|||
The accompanying notes are an integral part of these statements.
-4-
|
Touchpoint Metrics, Inc.
|
|||||
|
(unaudited)
|
|||||
|
|
|||||
|
|
|||||
|
Three Months Ended March 31,
|
|||||
|
2013
|
2012
|
||||
|
|
|||||
|
Cash flows from operating activities:
|
|||||
|
Net loss
|
$
|
(155,766)
|
$
|
(207,877)
|
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|||||
|
Depreciation and amortization
|
1,838
|
-
|
|||
|
Stock compensation expense
|
3,168
|
3,168
|
|||
|
Loss on disposal of assets
|
62,982
|
-
|
|||
|
|
|||||
|
Changes in operating assets and liabilities:
|
|||||
|
Accounts receivable
|
(35,204)
|
2,275
|
|||
|
Accounts receivable-related party
|
(816)
|
-
|
|||
|
Other assets
|
-
|
(24,603)
|
|||
|
Accounts payable
|
97,351
|
40,888
|
|||
|
Accrued liabilities
|
39,615
|
(1,452)
|
|||
|
Accrued interest
|
1,500
|
-
|
|||
|
|
|||||
|
Net cash provided by (used in) operating activities
|
14,668
|
(187,601)
|
|||
|
|
|||||
|
INVESTING ACTIVITIES
|
|||||
|
Equipment purchases
|
(1,160)
|
-
|
|||
|
Capitalized software development costs
|
(30,936)
|
-
|
|||
|
|
|||||
|
Net cash used in investing activities
|
(32,096)
|
-
|
|||
|
|
|||||
|
FINANCING ACTIVITIES
|
|||||
|
Proceeds from notes payable - related party
|
25,000
|
-
|
|||
|
Proceeds from the issuance of common stock
|
-
|
591,500
|
|||
|
|
|||||
|
Net cash provided by financing activities
|
25,000
|
591,500
|
|||
|
|
|||||
|
Increase in cash and cash equivalents
|
7,572
|
403,899
|
|||
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
106,999
|
52,109
|
|||
|
|
|||||
|
Cash and cash equivalents, end of period
|
$
|
114,571
|
$
|
456,008
|
|
The accompanying notes are an integral part of these statements.
-5-
TOUCHPOINT METRICS, INC.
MARCH 31, 2013
Note 1: Organization and Basis of Presentation
Touchpoint Metrics, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of California, United States of America on December 14, 2001. The corporation operated as The Innes Group, Inc., dba MCorp Consulting until filing a Certificate of Amendment to the Articles of Incorporation renaming the company Touchpoint Metrics, Inc., effective October 18, 2011.
The Company maps and improves the touchpoints between organizations and their customers. Their focus assists companies who wish to improve business performance by measuring and transforming the ways they interact with customers.
The Company services a wide variety of industries and customer size.
The Financial Statements and related disclosures as of March 31, 2013 and for the three months ended March 31, 2013, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The December 31, 2012, Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”). 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, 2012, filed on Form 10-K with the SEC on March 27, 2013. The results of operations for the three months ended March 31, 2013, are not necessarily indicative of the results to be expected for the full year. Unless the context otherwise requires, all references to “Touchpoint Metrics,” “we,” “us,” “our” or the “company” are to Touchpoint Metrics, Inc. and our subsidiaries.
Note 2: Recent Accounting Pronouncements
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The adoption of ASU 2011-11 did not have a material impact on the Company’s financial statements.
In August 2012, the FASB issued ASU No. 2012-03, Technical Amendments and Corrections to SEC Sections Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (“ASU 2012-03”). This update was issued in order to codify various amendments and corrections included in SEC Staff Accounting Bulletin No. 114, SEC Release 33-9250, and ASU 2010-22, Accounting for Various Topics: Technical Corrections to SEC Paragraphs. The amendments and corrections included in this update are effective upon issuance. The adoption of ASU 2012-03 did not have an impact on the Company’s financial statements.
-6-
In October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and Improvements, (“ASU 2012-04”). This update includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting a variety of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820’s fair value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on the Company’s financial statements.
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). This update clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The Company is required to apply the amendments in ASU 2013-01 beginning January 1, 2013. The adoption of ASU 2013-01 by the Company did not have a material impact on the consolidated financial statements.
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the accompanying notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 is effective for annual reporting periods beginning on or after December 15, 2012, and interim periods within those annual periods.
Note 3: Property and Equipment
Property and improvements consist of:
|
March 31,
2013
|
December 31,
2012
|
||||
|
Computers and hardware
|
$
|
44,188
|
$
|
43,029
|
|
|
Software
|
38,646
|
38,646
|
|||
|
Equipment
|
2,359
|
2,359
|
|||
|
Furniture
|
31,731
|
31,731
|
|||
|
Leasehold improvements
|
-
|
95,608
|
|||
|
Land
|
85,000
|
85,000
|
|||
|
Land improvements
|
4,000
|
4,000
|
|||
|
205,924
|
300,373
|
||||
|
Less: accumulated depreciation
|
(116,860)
|
(147,649)
|
|||
|
$
|
89,064
|
$
|
152,724
|
Depreciation expense for the three months ended March 31, 2013 and 2012 were $1,838 and $0, respectively.
Note 4: Stock-Based Compensation
The Touchpoint Metrics, Inc. stock-based compensation program is designed to attract and retain high quality employees while aligning employees’ interests with the interests of the shareholders.
-7-
The program was established in 2008. Plan Shares cannot exceed 30% of any outstanding issue or 2,500,000 shares, whichever is the lower amount.
The company entered into two option commitments during 2011. The first grant date was on February 7, 2011 with an option for 300,000 shares at an exercise price of $0.35. The options carry a vesting schedule with 20% vesting on February 7, 2012 and an additional 20% vesting every six months thereafter. The optioned shares will fully vest after 36 months on February 7, 2014. The options will remain open for 10 years, expiring on February 7, 2021.
The second grant date is on December 15, 2011 with an option for 20,000 shares at an exercise price of $0.25. The options carry a vesting schedule with one-third of the total optioned shares becoming vested every 12 months. The optioned shares will fully vest after 36 months on December 15, 2014. The options will remain open for 5 years, expiring on December 15, 2016.
Stock options are valued under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of grant and have a 10-year term.
The Black-Sholes Values for the two options granted are $0.120 and $0.101 and are amortized to expense over the vesting period of three years.
The weighted-average Black-Scholes fair value assumptions are as follows:
|
Option Grant
#1
|
Option Grant
#2
|
|
|
|
||
|
Expected life
|
10 Years
|
5 Years
|
|
Risk free interest rate
|
3.68%
|
3.68%
|
|
Expected volatility
|
40.00%
|
40.00%
|
|
Current Stock Price
|
$0.25
|
$0.25
|
|
Exercise Price
|
$0.35
|
$0.25
|
|
|
||
|
Black-Sholes Value
|
$0.120
|
$0.101
|
The expected life is the period over which our employees are expected to hold their options. The risk free interest rate is based on the U.S. Treasury T-Bond rate at the grant date. Volatility reflects movements in the stock price over the most recent historical period equivalent to the expected life.
The option grant #1 shares will incur a compensation expense of $36,000 to be realized over 36 months beginning with the option vesting date of February 7, 2012. Option grant #2 shares will incur a compensation expense of $2,020 over 36 months beginning with the first vesting date of December 15, 2012.
At March 31, 2013, there was $27,571 of total recognized compensation cost related to vested share-based compensation grants.
186,667 stock options were exercisable at March 31, 2013.
Note 5: Concentrations
The Company sells services to a broad range of clients under various terms. The mix of clients ranges from start-ups to Fortune 500 companies across multiple industries.
-8-
Sales are concentrated among a few large clients. For the three months ended March 31, 2013 and 2012, the percentage of sales and the concentration is as follows:
|
03/31/13
|
03/31/12
|
|
|
Largest client
|
44.8%
|
30.6%
|
|
Second largest client
|
28.3%
|
20.1%
|
|
Third largest client
|
14.7%
|
15.8%
|
|
Next three largest clients
|
12.2%
|
28.1%
|
|
All other clients
|
0%
|
5.4%
|
|
100.0%
|
100.0%
|
During 2012, the Company entered a consulting services agreement with mfifty, which is a related party. The President of the Company is also the owner of mfifty. During the three months ended March 31, 2013 and 2012, the company earned revenues of approximately $1,238 and $0, respectively, from this related party.
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 6: 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 were expensed as incurred. Capitalization began when technological feasibility was 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.
The capitalized costs are amortized on a straight line basis over the three year expected useful life of the software. Capitalized project development costs were $219,307 and $188,371 as of March 31, 2013 and December 31, 2012, respectively. Amortization of software development costs will commence when the product is available for general release to customers.
Note 7: Intangible Assets
Intangible assets include an online media asset, Petro Portfolio, and fully amortized organization costs. Petro Portfolio is an online media asset with a website and registered domain name, newsletter, and a database of registered subscribers.
The Petro Portfolio assets are periodically reviewed for indicators of impairment. Should an impairment indicator be present, a test for recoverability is conducted including 1) analysis of undiscounted future cash flows, 2) the fair market cost of recreating the assets, and 3) an analysis of costs to return the assets to their relative market position at the time operations ceased, based on management’s opinion. In the event that the recoverability tests result in values less than the asset’s carrying amount, management determines the fair value of the asset and recognizes an impairment loss as the difference between the carrying amount and its fair value.
-9-
Note 8: Commitments and Contingencies
Leases
The Company leases one facility in northern California under an operating lease that is expected to expire in 2016. Rent expense under operating leases was $5,520 and $5,364 for the three months ended March 31, 2013 and 2012, respectively.
As of March 31, 2013, the estimated future payments under this operating lease (including rent escalation clauses) for each of the next five years is as follows:
|
2013
|
$
|
17,376
|
|
2014
|
24,732
|
|
|
2015
|
25,345
|
|
|
2016
|
17,168
|
|
|
2017
|
-
|
|
|
Total minimum lease payments
|
$
|
84,621
|
Purchase Obligations
The Company has entered into non-cancelable service contracts related to SaaS licenses and access to marketing research services which expire beginning in the year ended December 31, 2014. As of March 31, 2013, future payments under these contractual obligations were as follows:
|
2013
|
$
|
80,585
|
|
2014
|
4,884
|
|
|
2015
|
-
|
|
|
2016
|
-
|
|
|
2017
|
-
|
|
|
Total purchase obligations
|
$
|
85,469
|
Legal Matters
The Company has no known legal issues pending.
Note 9: Long-Term Debt
The company entered into two long-term, non-convertible debt instruments during 2011.
A $100,000 CDN note was executed with Brad Holland, an 8.09% shareholder on September 16, 2011. The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest. The maturity date of the note is September 16, 2014. The principal and accrued interest payable at maturity will be $100,000 and $12,000, respectively as of March 31, 2013.
A $50,000 USD note was executed with McLellan Investment Corporation, an unrelated party, on September 7, 2011. The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest. The maturity date of the note is September 7, 2014. The principal and accrued interest payable at maturity will be $50,000 and $6,000, respectively as of March 31, 2013.
-10-
Note 10: Interest Expense
Interest expense consists of interest on the Company’s long-term debt, short-term promissory note, and credit card balances. Interest expense was $3,073 and $2,536 for the three months ended March 31, 2013 and 2012, respectively.
Note 11: Advertising Expenses
Advertising is expensed as incurred. Advertising expense was $5,010 and $4,826 for the three months ended March 31, 2013 and 2012, respectively.
Note 12: Income Taxes
Income taxes are summarized as follows for the three months ended March 31, 2013:
|
March 31,
2013
|
||
|
Current benefit
|
$
|
(155,766)
|
|
Deferred benefit
|
155,766
|
|
|
Net income tax (benefit) expense
|
$
|
-
|
The Company has historically experienced operating losses in most of its operating periods since inception. A full valuation allowance has been established for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carry forward periods provided in the tax law. While the Company’s statutory tax rate is 35%, its effective tax rate is 0% due to the effects of the valuation allowance described above. The Company does not have any material uncertainties with respect to its provisions for income taxes.
Note 13: Net Loss per Share
Basic net income per common share is net income available to common shareholders divided by the weighted average of common shares outstanding during the period.
The computations for basic and diluted net income per common share are as follows:
|
Three Months Ended
March 31,
|
|||||
|
2013
|
2012
|
||||
|
Net loss
|
$
|
(155,766)
|
$
|
(207,878)
|
|
|
Basic and diluted weighted average
common shares outstanding
|
13,132,302
|
13,112,302
|
|||
|
Net loss per share
|
|||||
|
Basic and diluted
|
$
|
(0.012)
|
$
|
(0.016)
|
|
Options to purchase 320,000 shares were not included in the calculation of diluted earnings per common share because these options were out-of-the-money. Out-of-the-money options have an exercise price of $0.35 and $0.25.
-11-
Note 14: Related Party Transactions
The Company has a related party transaction involving a significant shareholder. The nature and details of the transaction are described in Note 9. The Company also has two related party transactions with its President, the nature, description and details of the transaction are described in Note 5 and this note.
IREMCO, a controlling shareholder, provides the company with office space on a month-to-month basis at no charge under a verbal agreement. The office space was vacant and not in use by IREMCO. This space provides the company with a foreign location and will be eliminated if IREMCO has a need for the space.
On January 31, 2013, the Company entered into an agreement with Michael Hinshaw, President, to loan $25,000 to the Company. The loan is a non-convertible Promissory Note with an interest rate of 3.25%. The rate is what would be expected in an arm’s length transaction.
The note is structured to incur a balloon payment of the principal and non-compounding accrued interest. Interest is to begin accruing on the unpaid balance thirty (30) days from the date of the note. The original maturity date of the note is April 1, 2013. An amendment to the note effective April 1, 2013 extended the maturity date to no later than July 31, 2013.
These related party transactions do not present any evidence of preferential treatment for either shareholder or the Company.
Note 15: Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For the three months ended March 31, 2013, the Company had a net loss of $155,766, $62,982 of which related to a one-time impairment of fixed assets. In addition, the Company had net loss of $306,948 for the year ended December 31, 2012. These circumstances result in substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
-12-
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,” “estimate,” “anticipate,” “intend,” “project,” “will,” “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-K. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
Overview
We are engaged in the business of developing and delivering technology-enabled products and services that improve customer experience management capabilities for corporations.
Customer experience management is the collection of processes a company uses to track, oversee and organize interactions between a customer and the organization throughout the customer lifecycle. The goal of customer experience management is to optimize interactions from the customer’s perspective and as a result, foster customer loyalty.
In 2012, we narrowed our service offerings to consulting services in order to focus more resources on developing our software product, Touchpoint Mapping® On-Demand. All of our professional services are software-enabled, using technology to more efficiently deliver solutions supporting customer experience improvement initiatives.
Touchpoint Mapping On-Demand is a data gathering and analytical software that gathers and analyzes feedback on customer interactions from a client’s customers, employees and their prospective customers' perspectives, and delivers the results to our clients over the Internet as a SaaS (software-as-a-service) based technology platform that helps companies automate and systematize customer experience feedback. Touchpoint Mapping On-Demand has been customized and pre-populated for small and medium enterprises in the banking industry, and as a “semi-custom” offering for medium enterprises across multiple industries.
Development is ongoing, as Touchpoint Mapping On-Demand is refined and improved based on customer feedback, and as it is customized for specific industry sectors. The services delivered with Touchpoint Mapping On-Demand may include consulting, production and additional research services, as well as planned services such as assessment, integration, implementation and additional offline analysis and reporting of data.
Although we began sales and marketing activities for Touchpoint Mapping On-Demand in Q4 2012, we cannot predict the timing, nor probability, of generating sales revenue from the product as we currently do not have dedicated sales professionals on staff to identify and develop sales opportunities.
Sources of Revenue
In 2012 and the first quarter ending March 31, 2013, our revenue consisted primarily of professional and software-enabled consulting services, product sales and other revenues. Consulting services include strategy, planning, education, training and best practices consulting. 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.
-13-
While our plan of operations is based on migrating the majority of our service revenue from these categories to recurring SaaS subscription fees, we anticipate that fees for professional and software-enabled consulting services will remain a significant revenue source in the near future. As of March 31, 2013, we have not obtained a sales commitment for our software product, Touchpoint Mapping® On-Demand. We have not engaged the necessary sales staff to develop and execute product sales opportunities and cannot predict when those positions will be filled.
Should we successfully launch Touchpoint Mapping On-Demand, we anticipate that subscription agreements and related professional services associated with delivering our software solutions will become a source of significant revenue. Subscriptions and associated professional services pricing will be based upon our gross margin objectives, growth strategies and the specific needs of our clients’ organizations, measured primarily by the following metrics: industry type, size of company, number of locations and number of seats. Additional fees will be assessed based on the number and type of customer, non-customer and employee records uploaded to our software portal, and subsequently surveyed by our customers.
We anticipate that subscription agreements for our software solutions will be offered as monthly term agreements which contain a minimum commitment period of at least 12 months, and which include related setup, upgrades, hosting and support. Professional services will likely include consulting fees related to implementation, customization, configuration, training and any other value added services.
Based on data gathered during setup of our beta client engagements, we believe the average time it will take our clients from placing an order to live deployment of our products is between 30 and 45 days. We plan to invoice clients upon inception of their subscription agreements for setup and total subscription fees contracted over the term of the agreements, with payment due within 30 days. Professional services related to the subscription agreements will be invoiced at the inception of the professional services agreement at one-third or fifty percent of total fees, with the balance of payments due over the duration of the contract as project milestones are met. Amounts invoiced will be recorded in accounts receivable and deferred revenue or revenue, depending on whether revenue recognition criteria have been met.
Cost of Revenue and Operating Expenses
Our costs of revenue and operating expenses are detailed at the sub-category level in our Income Statements. And while the financial results for these categories are further explained in the Results of Operations section below, a general description of these categories follows:
|
1)
|
Cost of Goods Sold. Cost of goods sold consists primarily of expenses directly related to providing professional and consulting services. Those expenses include contract labor, third-party services and subscriptions, materials and travel expenses related to providing professional services to our clients.
|
As Touchpoint Mapping® On-Demand is launched, costs of goods will include all product-related hosting and monitoring costs, licenses for products embedded in the application, service support, account management and credit card fees.
Should our client base grow, we intend to continue to invest additional resources in our hosting, technical support and professional services, as well as our utilization of third-party licensed software. We expect our professional services costs to increase in absolute dollars as we increase our overall revenue, but expect that professional services as a percentage of total revenue will decrease as we continue to shift our business towards sales of on-demand software solutions and software-enabled services. Because cost as a percentage of revenue is higher for professional services revenue than for software, hosting and support revenue, a decrease in professional services as a percentage of total revenue will likely increase gross profit as a percentage of total revenue.
|
2)
|
General and Administrative Expenses. General and administrative expenses consist primarily of salary and related expenses for management, finance and accounting, legal, information systems and human resources personnel. Expenses also include contract services, administrative costs, automobile expenses, computer and software expenses, insurance, marketing and promotion, professional fees, rent and a portion of travel expenses and other overhead.
|
-14-
Sales and marketing expenses are currently reflected in contract labor, salaries and wages, marketing and promotion and other related overhead expense categories. Since we will be recognizing revenue over the terms 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 significant increases in sales and marketing expenses in both absolute dollars and as a percentage of expenses as we hire sales and additional marketing personnel and increase the level of marketing activities.
In 2012, research and development expenses incurred to establish technological feasibility were expensed when incurred during the first quarter of 2012 are reflected in contract labor, salaries and wages and other related overhead expense categories. The majority of product development expenses during the last three quarters of 2012 and the quarter ending March 31, 2013, related to production costs incurred subsequent to establishing technological feasibility, and were capitalized on our balance sheet, to be amortized over the estimated useful life.
We expect that total general and administrative expenses will increase as we continue to add personnel in connection with the growth of our business. In addition to increases in sales and marketing and research and development expenses, we anticipate we will also incur additional employee salaries and related expenses, professional service fees and insurance costs related to the growth of our business and operations to meet the requirements of a public company.
Results of Operations
Three Months Ended March 31, 2013 and 2012
|
March 31,
|
Variance
|
||||||
|
2013
|
2012
|
Dollars
|
Percent
|
||||
|
Revenue
|
$
|
266,388
|
$ |
122,841
|
$
|
143,547
|
117%
|
|
Cost of Goods Sold
|
74,032
|
37,707
|
36,325
|
96%
|
|||
|
Gross Profit
|
192,356
|
85,134
|
107,222
|
126%
|
|||
|
Operating Expenses
|
|||||||
|
Computers and Software
|
7,559
|
51,301
|
(43,742)
|
-85%
|
|||
|
Contract Services
|
12,449
|
62,311
|
(49,862)
|
-80%
|
|||
|
Sales, Marketing and Promotion
|
13,591
|
8,201
|
5,390
|
67%
|
|||
|
Professional Fees
|
42,643
|
29,658
|
12,985
|
44%
|
|||
|
Salaries and Wages
|
172,918
|
115,031
|
57,887
|
50%
|
|||
|
Other Operating Expenses
|
32,907
|
23,973
|
8,934
|
37%
|
|||
|
Total Operating Expenses
|
282,067
|
290,475
|
(8,408)
|
-3%
|
|||
|
Net Operating Income (Loss)
|
(89,711)
|
(205,341)
|
115,631
|
-56%
|
|||
|
Interest Expense
|
(3,073)
|
(2,536)
|
(537)
|
21%
|
|||
|
Other Expense
|
(62,982)
|
-
|
(62,982)
|
-62982100%
|
|||
|
Net Income (Loss)
|
$
|
(155,766)
|
$ |
(207,877)
|
$
|
52,111
|
-25%
|
Revenue
Our revenues for the three months ended March 31, 2013 were $266,388 as compared to revenues of $122,841 for the comparative period in 2012. Revenues increased by $143,547, or 117%. Consulting revenues were $250,934 as compared to $118,400 in the previous year, an increase of $132,534 or 112%. Products & Other revenue increased by $11,012 from $4,441 to $15,454. These changes are due primarily to the acquisition of two consulting engagements in Q4 of 2012 and an increase in related reimbursable expenses.
-15-
Cost of Goods Sold and Operating Expenses
Cost of Goods Sold. Cost of goods sold during the three months ended March 31, 2013 and 2012 were $74,032 and $37,707, respectively, representing an increase of $36,325 or 96%. Cost of goods sold as a percent of total revenue during the three months ended March 31, 2013 and 2012 were 28% and 31%, respectively.
Operating Expenses. Operating expenses as a percentage of revenue was 106% and 236% for the three months ended March 31, 2013 and 2012, respectively.
Computers and software expenses decreased by $43,742 to $7,559 during the three months ended March 31, 2013 from the comparative period in 2012 primarily due to the capitalization in 2013 of certain direct third party software and technology expenses.
Contract services expenses decreased by $49,862, or 80%, during the three months ended March 31, 2013, to $12,449 from $62,311 during the corresponding period in the previous year primarily due to the capitalization of certain direct product development contract labor costs required in the development of our SaaS product. Direct product development contract labor expenses related to the planning and related product development costs prior to establishment of technological feasibility were expensed as incurred in the first quarter of 2012.
Sales, marketing and promotion expenses increased by 67%, or $5,390 in the three months ended March 31, 2013 over the same period in 2012 to $13,591 primarily due to referral fees incurred, as well as advertising placed and marketing materials developed in support of our business development efforts.
Professional fees increased by $12,985, or 44%, during the three months ended March 31, 2013 to $42,643 from $29,658 over the same period in 2012. This is a direct result of the increase in use of legal and advisory services related to our application for eligibility to distribute new and secondary offerings by electronic book-entry through the Depository Trust Company.
Salaries and wages increased by $57,887, or 50%, during the three months ended March 31, 2013 to $172,918 over $115,031 incurred in the three months ended March 31, 2012. The increase primarily relates to the addition of marketing staff, in accordance with our strategic plan.
Other operating expenses increased $8,9346, or 37% in the three months ended March 31, 2013, over the same period in 2012 to $32,907. This increase was due to a combination of third-party administrative costs associated with a consulting engagement as well as increases in insurance premiums related to business auto, errors and omissions coverage and employee health insurance.
Other Expenses
Other expenses increased in the three months ended March 31, 2013 over the same period in 2012 due to the write off of leasehold improvements with an amortized value of $62,982, which were written off as the lease term of the subject property had been terminated.
Liquidity and Capital Resources
We measure our liquidity in a variety of ways, including the following:
|
March 31, 2013
|
December 31, 2012
|
|||
|
Cash and Cash Equivalents
|
$
|
114,571
|
$
|
106,999
|
|
Working Capital
|
$
|
48,554
|
$
|
166,928
|
During the three months ended March 31, 2013 we were able to finance our operations, including capital expenditures for infrastructure, product development and marketing through operating activities and cash on hand.
-16-
During this same period, material revenues receivable from two clients exceeded their payment terms by over 45 days. This resulted in material fluctuations in our cash flow and necessitated a $25,000 short-term, non-convertible debt instrument to be executed with our President, Michael Hinshaw to finance operations. The note is structured to incur a balloon payment of the principal and 3.25% APR non-compounding accrued interest. Interest is to begin accruing on the unpaid balance thirty (30) days from the date of the note. . The original maturity date of the note is July 31, 2013. We subsequently collected these accounts receivable in Q2 of 2013.
The accompanying financial statements and have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the consolidated financial statements included in this report, for the three months ended March 31, 2013, we had a net loss of $155,766, $62,982 of which related to a one-time impairment of fixed assets, and a net loss of $306,948 for the year ended December 31, 2012. 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. Our ability to continue as a going concern is dependent upon our ability to achieve a level of profitability, or raise additional capital through debt financing and/or through sales of common stock. We cannot provide any assurance that profits from operations 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 consolidated 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.
Anticipated Uses of Cash
In 2013, our primary areas of investment are expected to support sales and marketing activities, and are anticipated to include sales and marketing staff, advertising services and media, marketing and sales automation software and other related services to support our initiative to successfully launch our SaaS product. A secondary area of investment is anticipated to include client support staff, to support deployment and delivery of the SaaS product offering and the management of ongoing client relationships.
We currently plan to fund these expenditures with cash flows generated from ongoing operations during this period.
We do not intend to pay dividends in the foreseeable future.
Cash Flow
Three Months Ended March 31, 2013 and 2012
Operating Activities. During the three months ended March 31, 2013, we reported cash flows from operations of $14,668. This consisted of our net loss of $155,766 adjusted primarily by a loss on asset disposal of $62,982, and increases in accounts receivable, accounts payable and accrued liabilities.
The increase in accounts receivable of $35,204 was primarily due to an increase in total revenues during the three months ended 2013 over 2012. This increase in revenues and corresponding increase in accounts receivable were a direct result of two significant consulting services engagements initiated in Q4 of 2012 that continued into the Q1 of 2013. The net loss was also adjusted by an increase in accounts payable and accrued liabilities of $97,351 and 39,615, respectively. The increase in accounts payable was due to increased spending associated with development of our products as well as the result of material revenues receivable from two customers exceeding their payment terms by over 45 days, which impacted our working capital during the period. We subsequently collected these accounts receivable in Q2 of 2013. Accrued liabilities increased due to the accrual for payroll at quarter-end that was paid in the subsequent period.
-17-
Days Sales Outstanding (DSO) during the three months ended March 31, 2013 was approximately 50 days, up from approximately 43 days during the three months ended March 31, 2012. This was a direct result of material revenues receivable from two customers exceeding their payment terms by over 45 days. We subsequently collected these accounts receivable in Q2 of 2013.
We reported negative cash flows from operations during the three months ended March 31, 2012. Our net cash used in operating activities of $187,601 consisted of a net loss of $207,877, adjusted primarily by increases in total other assets of $24,603 and accounts payable of $40,888. The other assets increase was primarily due to an increase in prepaid expenses of $22,337 as a direct result of payroll expenses prepaid prior to quarter end. The increase in accounts payable was due to increased spending associated with development of our products.
Investing Activities. Net cash used in investing activities for the three months ended March 31, 2013 and 2012 amounted to $32,096 and $0, respectively. Net cash used in investing activities for the three months ended March 31, 2013 related primarily to capitalization of software costs for the development of the SaaS product offering.
Financing Activities. Net cash provided by financing activities for the three months ended March 31, 2013 and 2012 amounted to $25,000 and $591,500, respectively. For the three months ended March 31, 2013, net cash provided by financing activities resulted from a non-convertible promissory note entered into with Michael Hinshaw, President. Net cash provided by financing activities during the first quarter of 2012 was due primarily to net proceeds from the issuance of common stock of $595,000.
Off Balance Sheet Arrangements
We did not have any off balance sheet arrangements as of March 31, 2013.
Contractual Obligations
The following table summarizes the payments due by fiscal year for our outstanding contractual obligations as of March 31, 2013:
|
Total
|
Less than
1 Year
|
1-3 Years
|
3-5 Years
|
More than
5 Years
|
||||||
|
Operating lease obligations (a)
|
$
|
84,621
|
$
|
23,508
|
$
|
46,091
|
$
|
15,022
|
$
|
-
|
|
Purchase obligations (b)
|
$
|
85,469
|
$
|
85,469
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Totals
|
$
|
170,090
|
$
|
108,977
|
$
|
46,091
|
$
|
15,022
|
$
|
-
|
|
(a)
|
The operating lease obligations presented reflect future minimum lease payments due under the non-cancelable portions of our operating lease.
|
|
(b)
|
Purchase obligations primarily represent non-cancelable contractual obligations related to SaaS licenses and access to marketing research services.
|
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
-18-
ITEM 4. CONTROLS AND PROCEDURES.
Our management, under the supervision and with the participation of our Principal Executive Officer and Principal 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 Securities Exchange Act of 1934). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2013, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our management, including our principal executive and principal accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|
|||||
|
3.1
|
Articles of Incorporation (12/14/2001).
|
S-1
|
4/25/12
|
3.1
|
|
|
|
|||||
|
3.2
|
Amended Articles of Incorporation (4/08/2006).
|
S-1
|
4/25/12
|
3.2
|
|
|
|
|||||
|
3.3
|
Amended Articles of Incorporation (10/17/2011).
|
S-1
|
4/25/12
|
3.3
|
|
|
|
|||||
|
3.4
|
Amended and Restated Bylaws.
|
S-1
|
4/25/12
|
3.4
|
|
|
|
|||||
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
4/25/12
|
4.1
|
|
|
|
|||||
|
10.1
|
Lease Agreement for San Anselmo office.
|
S-1
|
4/25/12
|
10.1
|
|
|
|
|||||
|
10.2
|
Lease Agreement for North Carolina office.
|
S-1
|
4/25/12
|
10.2
|
|
|
|
|||||
|
10.3
|
Lease Agreement for San Francisco office.
|
S-1
|
4/25/12
|
10.3
|
|
|
|
|||||
|
10.4
|
Deed covering Lake County Real Property.
|
S-1
|
4/25/12
|
10.4
|
|
|
|
|||||
|
10.5
|
Stock Option Plan.
|
S-1
|
4/25/12
|
10.5
|
|
|
|
|||||
|
10.6
|
Promissory Note – McLellan Investment Corporation.
|
S-1/A-2
|
7/24/12
|
10.6
|
|
|
|
|||||
|
10.7
|
Promissory Note – Brad Holland.
|
S-1/A-2
|
7/24/12
|
10.7
|
|
-19-
|
10.8
|
Employment Agreement – Lynn Davison.
|
S-1/A-3
|
9/12/12
|
10.8
|
|
|
|
|||||
|
10.9
|
Services Agreement with mfifty dated March 2, 2012.
|
S-1/A-3
|
9/12/12
|
10.9
|
|
|
|
|||||
|
10.10
|
Letter of Agreement with TAG Oil, Ltd. dated February 1, 2010.
|
S-1/A-4
|
10/16/12
|
10.1
|
|
|
|
|||||
|
10.11
|
Letter of Agreement TAG Oil, Ltd. with dated September 1, 2010.
|
S-1/A-4
|
10/16/12
|
10.2
|
|
|
|
|||||
|
10.12
|
Letter of Agreement with Infinitee dated May 26, 2011.
|
S-1/A-4
|
10/16/12
|
10.3
|
|
|
|
|||||
|
10.13
|
Letter of Agreement with Dolce Vita Homes LP dated May 31, 2011.
|
S-1/A-4
|
10/16/12
|
10.4
|
|
|
|
|||||
|
10.14
|
Letter of Agreement with Labrador Technology, Inc. dated June 3, 2011.
|
S-1/A-4
|
10/16/12
|
10.5
|
|
|
|
|||||
|
10.15
|
Letter of Agreement with Infinitee dated July 15, 2011.
|
S-1/A-4
|
10/16/12
|
10.6
|
|
|
|
|||||
|
10.16
|
Letter of Agreement with Brinson Patrick Securities dated October 27, 2011.
|
S-1/A-4
|
10/16/12
|
10.7
|
|
|
|
|||||
|
10.17
|
Letter of Agreement with Labrador Technology, Inc. dated November 22, 2011.
|
S-1/A-4
|
10/16/12
|
10.8
|
|
|
|
|||||
|
10.18
|
Letter of Agreement with Brinson Patrick Securities dated February 1, 2012.
|
S-1/A-4
|
10/16/12
|
10.9
|
|
|
|
|||||
|
10.19
|
Statement of Work for mfifty dated March 2, 2012.
|
S-1/A-4
|
10/16/12
|
10.10
|
|
|
|
|||||
|
10.20
|
Letter of Agreement with Danone Trading B.V. dated April 17, 2012.
|
S-1/A-5
|
11/05/12
|
10.11
|
|
|
|
|||||
|
10.21
|
Letter of Agreement and Addendum to Proposal with Danone Trading B.V. dated April 25, 2012.
|
S-1/A-4
|
10/16/12
|
10.12
|
|
|
|
|||||
|
10.22
|
Consulting Agreement with California Physicians’ Service d/b/a Blue Shield of California dated August 30, 2012.
|
10-K
|
3/27/13
|
10.22
|
|
|
|
|||||
|
10.23
|
Statement of Work for MBO Partners, Inc. dated October 29, 2012.
|
10-K
|
3/27/13
|
10.23
|
|
|
|
|||||
|
10.24
|
Services Agreement with Tanger Factory Outlet Centers, Inc. dated August 28, 2012.
|
10-Q
|
10.24
|
X
|
|
|
|
|||||
|
10.25
|
Statement of Work with Tanger Factory Outlet Centers, Inc. dated August 28, 2012.
|
10-Q
|
10.25
|
X
|
|
|
|
|||||
|
10.26
|
Services Agreement with Centurion Medical Products dated October 4, 2012.
|
10-Q
|
10.26
|
X
|
|
|
|
|||||
|
10.27
|
Statement of Work with Centurion Medical Products dated October 4, 2012.
|
10-Q
|
10.27
|
X
|
-20-
|
10.28
|
Services Agreement with Quadrant Homes dated November 30, 2012.
|
10-Q
|
10.28
|
X
|
|
|
|
|||||
|
10.29
|
Statement of Work with Quadrant Homes dated November 30, 2012.
|
10-Q
|
10.29
|
X
|
|
|
|
|||||
|
14.1
|
Code of Ethics.
|
10-K
|
3/27/13
|
14.1
|
|
|
|
|||||
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
-21-
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 15th day of May, 2013.
|
TOUCHPOINT METRICS, INC.
|
||
|
(the “Registrant”)
|
||
|
|
||
|
BY:
|
MICHAEL HINSHAW
|
|
|
Michael Hinshaw
|
||
|
Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Treasurer and a member of the Board of Directors
|
||
-22-
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
3.1
|
Articles of Incorporation (12/14/2001).
|
S-1
|
4/25/12
|
3.1
|
|
|
|
|||||
|
3.2
|
Amended Articles of Incorporation (4/08/2006).
|
S-1
|
4/25/12
|
3.2
|
|
|
|
|||||
|
3.3
|
Amended Articles of Incorporation (10/17/2011).
|
S-1
|
4/25/12
|
3.3
|
|
|
|
|||||
|
3.4
|
Amended and Restated Bylaws.
|
S-1
|
4/25/12
|
3.4
|
|
|
|
|||||
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
4/25/12
|
4.1
|
|
|
|
|||||
|
10.1
|
Lease Agreement for San Anselmo office.
|
S-1
|
4/25/12
|
10.1
|
|
|
|
|||||
|
10.2
|
Lease Agreement for North Carolina office.
|
S-1
|
4/25/12
|
10.2
|
|
|
|
|||||
|
10.3
|
Lease Agreement for San Francisco office.
|
S-1
|
4/25/12
|
10.3
|
|
|
|
|||||
|
10.4
|
Deed covering Lake County Real Property.
|
S-1
|
4/25/12
|
10.4
|
|
|
|
|||||
|
10.5
|
Stock Option Plan.
|
S-1
|
4/25/12
|
10.5
|
|
|
|
|||||
|
10.6
|
Promissory Note – McLellan Investment Corporation.
|
S-1/A-2
|
7/24/12
|
10.6
|
|
|
|
|||||
|
10.7
|
Promissory Note – Brad Holland.
|
S-1/A-2
|
7/24/12
|
10.7
|
|
|
|
|||||
|
10.8
|
Employment Agreement – Lynn Davison.
|
S-1/A-3
|
9/12/12
|
10.8
|
|
|
|
|||||
|
10.9
|
Services Agreement with mfifty dated March 2, 2012.
|
S-1/A-3
|
9/12/12
|
10.9
|
|
|
|
|||||
|
10.10
|
Letter of Agreement with TAG Oil, Ltd. dated February 1, 2010.
|
S-1/A-4
|
10/16/12
|
10.1
|
|
|
|
|||||
|
10.11
|
Letter of Agreement TAG Oil, Ltd. with dated September 1, 2010.
|
S-1/A-4
|
10/16/12
|
10.2
|
|
|
|
|||||
|
10.12
|
Letter of Agreement with Infinitee dated May 26, 2011.
|
S-1/A-4
|
10/16/12
|
10.3
|
|
|
|
|||||
|
10.13
|
Letter of Agreement with Dolce Vita Homes LP dated May 31, 2011.
|
S-1/A-4
|
10/16/12
|
10.4
|
|
|
|
|||||
|
10.14
|
Letter of Agreement with Labrador Technology, Inc. dated June 3, 2011.
|
S-1/A-4
|
10/16/12
|
10.5
|
|
|
|
|||||
|
10.15
|
Letter of Agreement with Infinitee dated July 15, 2011.
|
S-1/A-4
|
10/16/12
|
10.6
|
|
|
|
|||||
|
10.16
|
Letter of Agreement with Brinson Patrick Securities dated October 27, 2011.
|
S-1/A-4
|
10/16/12
|
10.7
|
|
|
|
|||||
|
10.17
|
Letter of Agreement with Labrador Technology, Inc. dated November 22, 2011.
|
S-1/A-4
|
10/16/12
|
10.8
|
|
|
|
|||||
|
10.18
|
Letter of Agreement with Brinson Patrick Securities dated February 1, 2012.
|
S-1/A-4
|
10/16/12
|
10.9
|
|
-23-
|
10.19
|
Statement of Work for mfifty dated March 2, 2012.
|
S-1/A-4
|
10/16/12
|
10.10
|
|
|
|
|||||
|
10.20
|
Letter of Agreement with Danone Trading B.V. dated April 17, 2012.
|
S-1/A-5
|
11/05/12
|
10.11
|
|
|
|
|||||
|
10.21
|
Letter of Agreement and Addendum to Proposal with Danone Trading B.V. dated April 25, 2012.
|
S-1/A-4
|
10/16/12
|
10.12
|
|
|
|
|||||
|
10.22
|
Consulting Agreement with California Physicians’ Service d/b/a Blue Shield of California dated August 30, 2012.
|
10-K
|
3/27/13
|
10.22
|
|
|
|
|||||
|
10.23
|
Statement of Work for MBO Partners, Inc. dated October 29, 2012.
|
10-K
|
3/27/13
|
10.23
|
|
|
|
|||||
|
10.23
|
Statement of Work for MBO Partners, Inc. dated October 29, 2012.
|
10-K
|
3/27/13
|
10.23
|
|
|
|
|||||
|
10.24
|
Services Agreement with Tanger Factory Outlet Centers, Inc. dated August 28, 2012.
|
10-Q
|
10.24
|
X
|
|
|
|
|||||
|
10.25
|
Statement of Work with Tanger Factory Outlet Centers, Inc. dated August 28, 2012.
|
10-Q
|
10.25
|
X
|
|
|
|
|||||
|
10.26
|
Services Agreement with Centurion Medical Products dated October 4, 2012.
|
10-Q
|
10.26
|
X
|
|
|
|
|||||
|
10.27
|
Statement of Work with Centurion Medical Products dated October 4, 2012.
|
10-Q
|
10.27
|
X
|
|
|
|
|||||
|
10.28
|
Services Agreement with Quadrant Homes dated November 30, 2012.
|
10-Q
|
10.28
|
X
|
|
|
|
|||||
|
10.29
|
Statement of Work with Quadrant Homes dated November 30, 2012.
|
10-Q
|
10.29
|
X
|
|
|
|
|||||
|
14.1
|
Code of Ethics.
|
10-K
|
3/27/13
|
14.1
|
|
|
|
|||||
|
31.1
|
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
-24-