[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Page No.
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Financial Statements.
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Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012.
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3
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Statements of Operations for the Three and Six Months ended June 30, 2013 and June 30,
2012 (unaudited).
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4
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Statements of Cash Flows for the Six Months ended June 30, 2013 and June 30, 2012
(unaudited).
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5
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Notes to Financial Statements.
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6
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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12
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Quantitative and Qualitative Disclosure about Market Risk.
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18
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Controls and Procedures.
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18
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Risk Factors.
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18
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Exhibits.
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19
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22
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23
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Touchpoint Metrics, Inc.
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||||
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||||
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June 30,
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December 31,
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|||
2013
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2012
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|||
(unaudited)
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||||
Assets
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||||
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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1,017,890
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$
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106,999
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Accounts receivable
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130,907
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110,720
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Accounts receivable-related party
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-
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1,527
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Total current assets
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$
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1,148,797
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$
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219,246
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Long term assets:
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||||
Property and equipment, net
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90,507
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152,724
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Capitalized software development costs, net
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201,031
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188,371
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Intangible assets, net
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61,443
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59,151
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Other assets
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5,334
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11,622
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Total assets
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$
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1,507,112
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$
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631,114
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Liabilities and Shareholders’ Equity
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||||
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Current liabilities:
|
||||
Accounts payable
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$
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121,763
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$
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50,866
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Accrued liabilities
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36,801
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1,452
|
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Notes payable-related party
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25,000
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-
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Total current liabilities
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183,564
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52,318
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Long-term liabilities:
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Other noncurrent liabilities, accrued interest
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10,500
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7,500
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Notes payable
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50,000
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50,000
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Notes payable-related party
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100,000
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100,000
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Total liabilities
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344,064
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209,818
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Commitments and contingencies
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||||
Shareholders’ equity:
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Common stock, $0 par value, 30,000,000 shares authorized,
13,132,302 shares issued and outstanding at June 30, 2013 and
December 31, 2012
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1,542,651
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1,542,651
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Stock subscribed (2,948,856 shares)
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1,032,100
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-
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Accumulated deficit
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(1,441,376)
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(1,145,758)
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Additional paid-in capital
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29,673
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24,403
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Total shareholders’ equity
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1,163,048
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421,296
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Total liabilities and shareholders’ equity
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$
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1,507,112
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$
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631,114
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Touchpoint Metrics, Inc.
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|||||||||
(unaudited)
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Three Months Ended
June 30,
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Six Months Ended
June 30,
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2013
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2012
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2013
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2012
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Revenue
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|||||||||
Consulting services
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$
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266,792
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$
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132,274
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$
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517,725
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$
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250,674
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Products & other
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6,533
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33,009
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21,988
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37,450
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|||||
Total revenue
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273,325
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165,283
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539,713
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288,124
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|||||
Cost of goods sold
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|||||||||
Labor
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69,289
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43,593
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133,685
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59,592
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|||||
Services
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17,936
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7,566
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17,936
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7,566
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|||||
Products and other
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42,837
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12,011
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52,473
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34,367
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|||||
Total cost of goods sold
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130,062
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63,170
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204,094
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101,525
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|||||
Gross profit
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143,263
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102,113
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335,619
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186,599
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Expenses
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|||||||||
Salaries and wages
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153,015
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80,410
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325,932
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195,441
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|||||
Contract services
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23,712
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37,491
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36,160
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99,802
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|||||
Other general and administrative
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103,264
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77,121
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199,967
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189,581
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|||||
Total expenses
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279,991
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195,022
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562,059
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484,824
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|||||
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|||||||||
Net operating income
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(136,728)
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(92,909)
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(226,440)
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(298,225)
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|||||
|
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Interest expense
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(3,123)
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(2,712)
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(6,196)
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(5,248)
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|||||
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Other income (expense)
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-
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5,675
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(62,982)
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5,675
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|||||
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|||||||||
Loss before income taxes
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(139,851)
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(89,946)
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(295,618)
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(297,798)
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|||||
Income tax provision
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-
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-
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-
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-
|
|||||
|
|||||||||
Net loss
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$
|
(139,851)
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$
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(89,946)
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$
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(295,618)
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$
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(297,798)
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|||||||||
Net loss per share-basic and diluted
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$
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(0.01)
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$
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(0.01)
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$
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(0.02)
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$
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(0.02)
|
|
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|||||||||
Weighted average common shares
outstanding-basic and diluted
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13,132,302
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13,132,302
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13,132,302
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13,132,302
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Touchpoint Metrics, Inc.
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||||
(unaudited)
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||||
|
||||
|
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Six Months Ended June 30,
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||||
2013
|
2012
|
|||
Cash flows from operating activities:
|
||||
Net loss
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$
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(295,618)
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$
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(297,798)
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Adjustments to reconcile net income to net cash provided by operations:
|
||||
Depreciation and amortization
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21,359
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4,000
|
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Stock compensation expense
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5,270
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6,337
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Loss on disposal of assets
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62,982
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-
|
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Changes in operating assets and liabilities:
|
||||
Accounts receivable
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(20,187)
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(35,073)
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Accounts receivable-related party
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1,527
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(12,681)
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Other assets
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3,786
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(12,668)
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Accounts payable
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70,897
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57,461
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Accrued liabilities
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35,349
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19,200
|
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Accrued interest
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3,000
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3,000
|
||
Net cash used in operating activities
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(111,635)
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(268,222)
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INVESTING ACTIVITIES
|
||||
Equipment purchases
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(3,638)
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-
|
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Capitalized software development costs
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(30,936)
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(120,076)
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Net cash used in investing activities
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(34,574)
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(120,076)
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FINANCING ACTIVITIES
|
||||
Proceeds from notes payable - related party
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25,000
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-
|
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Proceeds from private placement of common stock
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1,032,100
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-
|
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Proceeds from the issuance of common stock
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-
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595,000
|
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Net cash provided by financing activities
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1,057,100
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595,000
|
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Increase in cash and cash equivalents
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910,891
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206,702
|
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Cash and cash equivalents, beginning of period
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106,999
|
52,109
|
||
|
||||
Cash and cash equivalents, end of period
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$
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1,017,890
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$
|
258,811
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June 30,
|
December 31,
|
|||
2013
|
2012
|
|||
Computers and hardware
|
$
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46,668
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$
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43,029
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Software
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38,646
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38,646
|
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Equipment
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2,359
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2,359
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Furniture
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31,731
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31,731
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Leasehold improvements
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-
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95,608
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Land
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85,000
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85,000
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Land improvements
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4,000
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4,000
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208,404
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300,373
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|||
Less: accumulated depreciation
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(117,897)
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(147,649)
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$
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90,507
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$
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152,724
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Number
of Shares
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Weighted Average
Exercise Price
per Share
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Weighted Average
Remaining Contractual
Term (Years)
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Aggregate
Intrinsic
Value
|
||||
Outstanding at December 31, 2012
|
320,000
|
$
|
0.34
|
||||
Granted
|
—
|
—
|
|||||
Exercised
|
—
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—
|
|||||
Forfeited or expired
|
(20,000)
|
0.25
|
|||||
Outstanding at June 30, 2013
|
300,000
|
0.35
|
7.61
|
$
|
0.26
|
||
Fully vested and expected to vest at
June 30, 2013
|
180,000
|
0.35
|
7.61
|
0.26
|
|||
Exercisable at June 30, 2013
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180,000
|
$
|
0.35
|
7.61
|
$
|
0.26
|
Expected life
|
10 years
|
|
Risk-free interest rate
|
3.68%
|
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Volatility
|
40%
|
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Dividend yield
|
-
|
|
Weighted average grant-date fair value per option granted
|
$
|
0.12
|
06/30/13
|
06/30/12
|
|
Largest client
|
32.4%
|
49.1%
|
Second largest client
|
23.0%
|
14.3%
|
Third largest client
|
18.3%
|
10.9%
|
Next three largest clients
|
25.7%
|
20.1%
|
All other clients
|
0.6%
|
5.6%
|
100.0%
|
100.0%
|
2013
|
$
|
11,856
|
2014
|
24,732
|
|
2015
|
25,345
|
|
2016
|
17,168
|
|
2017
|
-
|
|
Total minimum lease payments
|
$
|
79,101
|
2013
|
$
|
26,217
|
2014
|
7,717
|
|
2015
|
-
|
|
2016
|
-
|
|
2017
|
-
|
|
Total purchase obligations
|
$
|
33,934
|
June 30, 2013
|
||
Current benefit
|
$
|
(295,618)
|
Deferred benefit
|
295,618
|
|
Net income tax (benefit) expense
|
$
|
-
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||
2013
|
2012
|
2013
|
2012
|
||||||||
Net loss
|
$
|
(139,851)
|
$
|
(89,946)
|
$
|
(295,618)
|
$
|
(297,798)
|
|||
Basic and diluted weighted average
common shares outstanding
|
13,132,302
|
13,112,302
|
13,132,302
|
13,112,302
|
|||||||
Net loss per share
|
|||||||||||
Basic and diluted
|
$
|
(0.01)
|
$
|
(0.01)
|
$
|
(0.02)
|
$
|
(0.02)
|
ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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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.
|
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.
|
Revenue
|
2013
|
2012
|
Change from
Prior Year
|
Percent Change
from Prior Year
|
|||
Three Months Ended June 30,
|
$
|
273,325
|
$
|
165,283
|
$
|
108,042
|
65%
|
Six Months Ended June 30,
|
$
|
539,714
|
$
|
288,124
|
$
|
251,590
|
87%
|
Cost of Goods Sold
|
2013
|
2012
|
Change from
Prior Year
|
Percent Change
from Prior Year
|
|||
Three Months Ended June 30,
|
$
|
130,062
|
$
|
63,170
|
$
|
66,892
|
105%
|
Six Months Ended June 30,
|
$
|
204,094
|
$
|
101,525
|
$
|
102,569
|
101%
|
Salaries and Wages
|
2013
|
2012
|
Change from
Prior Year
|
Percent Change
from Prior Year
|
|||
Three Months Ended June 30,
|
$
|
153,015
|
$
|
80,410
|
$
|
72,605
|
90%
|
Six Months Ended June 30,
|
$
|
325,932
|
$
|
195,441
|
$
|
130,491
|
67%
|
Contract Services
|
2013
|
2012
|
Change from
Prior Year
|
Percent Change
from Prior Year
|
|||
Three Months Ended June 30,
|
$
|
23,712
|
$
|
37,491
|
$
|
(13,779)
|
(37%)
|
Six Months Ended June 30,
|
$
|
36,160
|
$
|
99,802
|
$
|
(63,642)
|
(64%)
|
Other General and Administrative
|
2013
|
2012
|
Change from
Prior Year
|
Percent Change
from Prior Year
|
|||
Three Months Ended June 30,
|
$
|
103,264
|
$
|
77,121
|
$
|
26,143
|
34%
|
Six Months Ended June 30,
|
$
|
199,967
|
$
|
189,581
|
$
|
10,386
|
5%
|
·
|
An increase in SEC and SEDAR filing fees of approximately $5,400.
|
·
|
A write off of miscellaneous prepaid assets of $3,000 due to other miscellaneous general and administrative expenses.
|
·
|
An increase of approximately $3,900 in insurance premium expenses due to increases in business auto, errors and omissions and employee health coverage.
|
·
|
Increases in professional fees of approximately $8,300 as a direct result of the increase in the use of legal and advisory services related to our application for eligibility to distribute new and secondary offerings.
|
·
|
Increases in sales and marketing expenses of $5,500 due primarily to subscribing to marketing automation services and consulting engagement referral fees.
|
·
|
An increase in SEC and SEDAR filing fees of approximately $4,500.
|
·
|
An increase in third-party administrative costs of approximately $7,000 associated with a consulting engagement.
|
·
|
A write off of miscellaneous prepaid assets of $3,000 due to other miscellaneous general and administrative expenses.
|
·
|
A decrease of approximately $42,800 in software licenses expense incurred to establish technological feasibility in the first quarter of 2012
|
·
|
An increase of approximately $11,000 in insurance premium expenses due to increases in business auto, errors and omissions and employee health coverage.
|
·
|
Increases in professional fees of approximately $21,200 as a direct result of the increase in the use of legal and advisory services related to our application for eligibility to distribute new and secondary offerings.
|
·
|
Increases in sales, marketing and promotion fees of $11,200 due primarily to subscribing to marketing automation services and consulting engagement referral fees.
|
Other Income/Expense
|
2013
|
2012
|
Change from
Prior Year
|
Percent Change
from Prior Year
|
|||
Three Months Ended June 30,
|
$
|
-
|
$
|
5,675
|
$
|
(5,675)
|
(100%)
|
Six Months Ended June 30,
|
$
|
(62,982)
|
$
|
5,675
|
$
|
(68,657)
|
(1,210%)
|
June 30,
|
December 31,
|
|||
2013
|
2012
|
|||
Cash and Cash Equivalents
|
$
|
1,017,890
|
$
|
106,999
|
Working Capital
|
$
|
965,233
|
$
|
166,928
|
Total
|
Less than
1 Year
|
1-3 Years
|
3-5 Years
|
More than
5 Years
|
||||||
Operating lease obligations (a)
|
$
|
79,101
|
$
|
24,120
|
$
|
50,690
|
$
|
4,291
|
$
|
-
|
Purchase obligations (b)
|
$
|
33,934
|
$
|
33,934
|
$
|
-
|
$
|
-
|
$
|
-
|
Totals
|
$
|
113,035
|
$
|
58,054
|
$
|
50,690
|
$
|
4,292
|
$
|
-
|
(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.
|
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
|
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
|
5/15/13
|
10.24
|
|
|
|||||
10.25
|
Statement of Work with Tanger Factory Outlet Centers, Inc.
dated August 28, 2012.
|
10-Q
|
5/15/13
|
10.25
|
|
|
|||||
10.26
|
Services Agreement with Centurion Medical Products dated
October 4, 2012.
|
10-Q
|
5/15/13
|
10.26
|
|
|
|||||
10.27
|
Statement of Work with Centurion Medical Products dated
October 4, 2012.
|
10-Q
|
5/15/13
|
10.27
|
|
|
|||||
10.28
|
Services Agreement with Quadrant Homes dated November 30,
2012.
|
10-Q
|
5/15/13
|
10.28
|
|
|
|||||
10.29
|
Statement of Work with Quadrant Homes dated November 30,
2012.
|
10-Q
|
5/15/13
|
10.29
|
|
|
|||||
10.30
|
Services Agreement with Arizona State Credit Union dated
March 29, 2013.
|
X
|
|||
|
|||||
10.31
|
Statement of Work with Arizona State Credit Union dated
April 1, 2013.
|
X
|
|||
|
|||||
10.32
|
Statement of Work with Quadrant Homes dated April 2, 2013.
|
X
|
|||
|
|||||
10.33
|
Statement of Work with Quadrant Homes dated April 8, 2013.
|
X
|
|||
|
|||||
10.34
|
Statement of Work with Quadrant Homes dated April 2, 2013.
|
X
|
|||
|
|||||
10.35
|
Statement of Work with Tanger Factory Outlet Centers, Inc.
dated April 9, 2013.
|
X
|
|||
|
|||||
10.36
|
Statement of Work with Tanger Factory Outlet Centers, Inc.
dated April 9, 2013.
|
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
|
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
|
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
|
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
|
5/15/13
|
10.24
|
|
|
|||||
10.25
|
Statement of Work with Tanger Factory Outlet Centers, Inc.
dated August 28, 2012.
|
10-Q
|
5/15/13
|
10.25
|
|
|
|||||
10.26
|
Services Agreement with Centurion Medical Products dated
October 4, 2012.
|
10-Q
|
5/15/13
|
10.26
|
|
|
|||||
10.27
|
Statement of Work with Centurion Medical Products dated
October 4, 2012.
|
10-Q
|
5/15/13
|
10.27
|
|
|
|||||
10.28
|
Services Agreement with Quadrant Homes dated November 30,
2012.
|
10-Q
|
5/15/13
|
10.28
|
|
|
|||||
10.29
|
Statement of Work with Quadrant Homes dated November 30,
2012.
|
10-Q
|
5/15/13
|
10.29
|
|
|
|||||
10.30
|
Services Agreement with Arizona State Credit Union dated
March 29, 2013.
|
X
|
|||
|
|||||
10.31
|
Statement of Work with Arizona State Credit Union dated
April 1, 2013.
|
X
|
|||
|
|||||
10.32
|
Statement of Work with Quadrant Homes dated April 2, 2013.
|
X
|
|||
|
|||||
10.33
|
Statement of Work with Quadrant Homes dated April 8, 2013.
|
X
|
|||
|
|||||
10.34
|
Statement of Work with Quadrant Homes dated April 2, 2013.
|
X
|
|||
|
|||||
10.35
|
Statement of Work with Tanger Factory Outlet Centers, Inc.
dated April 9, 2013.
|
X
|
|||
|
|||||
10.36
|
Statement of Work with Tanger Factory Outlet Centers, Inc.
dated April 9, 2013.
|
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
|
a.
|
Services: During the term of the Agreement, the Company agrees to provide services to Client which Client may authorize by the execution of a Statement of Work (“SOW”) as described in this Agreement.
|
b.
|
Term: This Agreement will commence on the Effective Date and remain in full force until terminated as provided for herein.
|
c.
|
Statements of Work: Each SOW shall be issued in accordance with the terms of this Agreement, and will contain, where appropriate, the project name, description, budget estimates, payment schedules, billing rates, and provisions for out-of-pocket expenses. All SOWs or other forms of written authorization shall be subject to the terms and conditions set forth in this Agreement. In the event any conditions contained in an SOW conflict with any terms, conditions, or clauses in this Agreement, or there is an ambiguity between the SOW and this Agreement, then the provisions of this Agreement shall govern, unless clearly and specifically stated otherwise in the SOW.
|
d.
|
Timelines: Time is of the essence in completing SOWs on time and on budget. Client acknowledges that delays on its part may adversely affect schedules and costs.
|
e.
|
Approvals: Authorized approval sources for Client are as set forth in each SOW. Client shall review and approve all materials in writing. Client’s approval by any tangible medium (e.g. email) will be considered final approval. Once approved, any changes will be subject to revisions as articulated in Section “h” of this Agreement
|
f.
|
Responsibility as to Style and Content: Client is responsible for the truth, accuracy, and legality of all content provided to the Company. Client shall indemnify, hold harmless, and defend the Company against any and all damages, liabilities, expenses (including attorney’s fees), resulting from any claims, actions, or suits made by a third party as a result of: (a) claims, representations, statements or depictions in materials prepared or submitted by Client (“Client Materials”); (b) defects in the Client’s products or services; (c) allegations that copyright, trademark, patent or other rights of a third party have been infringed or violated by the Company as a result of the Company’s use of Client Materials. In any event, the Company shall cease all use of, and return to Client, all Client Materials immediately upon written request by Client for any reason. Any indemnification obligations of Client set forth in this Agreement shall be subject to the following conditions: (i) the Company shall notify Client in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) Client shall have control of the defense or settlement; and (iii) the Company shall reasonably cooperate with the defense, at Client’s expense.
|
g.
|
Responsibility as to Overall Relationship: Subject to Section (l) of this Agreement, Client is responsible for providing access to internal resources and records as required to fulfill the terms of this Agreement and each SOW, as well as timely and accurate responses to all communications from the Company. The Company is responsible for meeting defined timelines and budgets, and for fulfilling the expectations of Client as defined in this Agreement and approved elements of each SOW.
|
h.
|
Revisions: Any and all changes requested to Approved Materials or an SOW are subject to an Estimate Addendum (“EA”) to the related SOW. EA note requested changes, estimate their cost, and must be mutually agreed in writing by the Company and Client in order to continue. Through an approved EA, Client will authorize revisions and any additional services to each SOW in advance of any costs being accrued. Services required to complete any additional work beyond the scope of each SOW will be based on the Company’s then current fee schedules, or as specifically stated otherwise in the SOW.
|
i.
|
Sales Tax: Sales tax will be billed as applicable under California State law.
|
j.
|
Termination: Either party may terminate this Agreement for any reason by providing thirty (30) days prior written notice to the other party. Company will invoice and be paid for all outstanding fees for work completed prior to the effective date of the termination. Either party may terminate this Agreement by providing written notice to the other party in the event that the other party has failed to cure a material breach within fifteen (15) days after written notice of such breach by the non-breaching party. In the event of termination of this Agreement, the Company will invoice and be paid for all outstanding fees for work completed (i) prior to any breach condition of Company, or (ii) prior to termination by Company for a breach by Client . All actual costs incurred by Company for services requested by Client will be billed to the Client, due and payable on receipt.
|
k.
|
Ownership: Upon payment of fees due under this Agreement, The Company grants the Client full internal use of final deliverables, strategic plans, research findings, report data and recommendations. All deliverables, including but not limited to draft plans, survey instruments, planning methodologies, processes, verbiage (e.g. plan copy), interface design or code (e.g. online survey instruments, source code), and other materials or processes developed or previously owned by the Company and used in the creation of any plans or materials, remain the sole property of The Company. All Company property is protected under applicable federal copyright and trademark laws. The Company may also use Client’s name and reference non-confidential work products resulting from this Agreement for the purposes of promotion, provided Company obtains Client’s prior consent.
|
l.
|
Confidentiality: For purposes of this Agreement, “Confidential Information” means information that a party desires to protect against disclosure, which is designated as confidential in writing at the time of disclosure or which, by its context, should reasonably be understood to be confidential. Both Parties to this Agreement acknowledge that Confidential Information includes, but is not limited to, business plans, trade secrets, customer information, methodology and processes, etc., and that Confidential Information may be exchanged by the parties. Therefore, both parties hereby agree to hold all Confidential
|
Arizona State Credit Union_ Services Agreement
|
Page 2 of 4
|
m.
|
Governing Law/Jurisdiction: This agreement, in its validity, construction and performance, shall be governed in all respects by the laws of the state of Arizona. In the event either party commences an action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys fees and costs.
|
n.
|
Modification: This writing including the Touchpoint Mapping Proposal for Arizona State Credit Union and Engagement Objectives and all SOWs, which are incorporated herein, contains the entire agreement of the parties. No representations, understandings or prior agreements were made or relied on by either party, other than those expressly set forth. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof. Any alteration or modification of this Agreement shall be effective only if completed in writing and signed by an approved signatory of both parties.
|
Arizona State Credit Union_ Services Agreement
|
Page 3 of 4
|
o.
|
Warranty: The Company warrants that (i) it has the right to provide the services hereunder, (ii) in providing the services and any deliverables, The Company has not improperly used or misappropriated patent, copyright, trademark, trade secret or other proprietary rights of any third party, (iii) the deliverables will meet the descriptions and requirements set forth in the SOW, and (iv) The Company will perform the services in a good and workmanlike manner.
|
p.
|
Insurance: The Company shall maintain, at its own expense, sufficient insurance to cover its performance of services hereunder, including but not limited to, workers’ compensation insurance when required by law.
|
q.
|
Counterpart: This Agreement may be executed in counterparts by the parties and shall become effective when all parties hereunder have executed the Agreement. Signatures may originally be transmitted by facsimile or email.
|
r.
|
Miscellaneous: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, the remaining provisions being deemed to continue in full force and effect. Any notice to a party required or permitted hereunder shall be sufficiently given only when provided in writing, and either personally delivered or sent via certified or registered mail or recognized overnight delivery service to the party’s address indicated herein. A failure by either party to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement.
|
For the Company
|
Accepted for Client
|
|
MICHAEL HINSHAW
|
DAVID E. DOSS
|
|
Signature
|
Signature
|
|
Michael Hinshaw, President
|
||
3/29/13
|
David E. Doss, Pres & CEO
|
|
Name, Title
|
||
April 03, 2013
|
||
Date
|
Arizona State Credit Union_ Services Agreement
|
Page 4 of 4
|
Phase 1, Immersion
|
Phase 2, Insights
|
§ Project Planning and Kick-Off
§ Data Gathering and Desk Research
§ 1:1 Stakeholder Interviews (~3-5 total)
§ Research Plan and Sampling Strategy
|
§ Touchpoint Mapping Workshop
§ Online Customer Focus Groups (2 total, 30 participants)
§ Web-based Customer, Prospect, and Employee Research (~1450 Respondents)
§ Data Analysis, Summarization and Reporting
§ Persona Development (3-5, as dictated by research)
|
Phase 3, Strategy
|
Phase 4, Design
|
§ Business Analysis
§ Current State Journey Maps (3-5, as dictated by research)
§ Strategic Themes Formation
§ Working Strategy Session
§ Strategy Finalization
§ Business Case Development
|
§ Service and Process (re)Design
§ Ideal State Journey Maps (3-5, as dictated by research)
§ Implementation and Prioritization Roadmap
§ Working Strategy Session
§ Key Stakeholder Presentation
|
Phase I:
|
Immersion
|
$16,250
|
Phase II:
|
Insights
|
60,350
|
Phase III:
|
Strategy
|
29,200
|
Phase IV:
|
Design
|
36,800
|
Total Fees:
|
$142,600
|
For the Company
|
Accepted for Client
|
|
MICHAEL HINSHAW
|
DAVID E. DOSS
|
|
Signature
|
Signature
|
|
Michael Hinshaw, President
|
||
4/1/13
|
David E. Doss, Pres & CEO
|
|
Name, Title
|
||
April 03, 2013
|
||
Date
|
Statement of Work – AZCU-001
|
Page 2 of 2
|
a.
|
Vendor/Partner Alignment: Assure vendor roles align with each other and with Evoke’s strategic marketing goals
|
b.
|
Marketing Vendor Budgets: Initial review of budgets and ensure they are aligned with Evoke’s goals and desired outcomes
|
c.
|
Marketing Metrics: Establish, review and oversee metrics to ensure teams measure success against Evoke goals and desired outcomes
|
d.
|
Vendor Service Areas:
|
e.
|
Ongoing project management is not included in this SOW.
|
2.
|
Brand and Experience Implementation Oversight – Generally provide assurance that implementation of Evoke’s visual and verbal brand is appropriately delivered as articulated in the Evoke Playbook and Evoke’s Experience Design documents
|
a.
|
Experience and Brand Comprehension and Articulation: Across vendors and deliverables, ensure experience and brand concepts are articulated, understood, and at the forefront of internal team and external vendor efforts on Evoke’s behalf
|
b.
|
Visual Design Adherence: Ensure visual items produced consistently and appropriately adhere to directions articulated in the Evoke Playbook and Evoke’s Experience Design documents
|
c.
|
Written Content Adherence: Ensure written items produced consistently and appropriately adhere to directions articulated in the Evoke Playbook and Evoke’s Experience Design documents and are properly communicated to the intended audience.
|
April
|
$16,000
|
May
|
12,000
|
June
|
8,000
|
Total Fees:
|
$36,000
|
For the Company
|
Accepted for Client
|
|
MICHAEL HINSHAW
|
KEN KRIVANEC
|
|
Signature
|
Signature
|
|
Michael Hinshaw, President
|
Ken Krivanec, President
|
|
4/8/13
|
||
April 2, 2013
|
Date
|
Statement of Work – QH-002
|
Page 2 of 2
|
Phase I:
|
Strategy and Architecture
|
$8,500
|
Phase II:
|
Design and User Interface Development
|
11,925
|
Phase III:
|
Web Design Extension
|
7,575
|
Total Fees:
|
$28,000
|
For the Company
|
Accepted for Client
|
|
MICHAEL HINSHAW
|
KEN KRIVANEC
|
|
Signature
|
Signature
|
|
Michael Hinshaw, President
|
Ken Krivanec, President
|
|
4/8/13
|
||
April 8, 2013
|
Date
|
Statement of Work – QH-003
|
Page 2 of 2
|
1.
|
Articulate benefits of marketing automation platform, and conduct comparative analysis of alternates for Client review and selection,
|
2.
|
Negotiate optimal terms with selected platform provider, which are to include key staff and partner training,
|
3.
|
Create necessary domain settings with Client IT resources to serve as landing pages and ensure high email deliverability,
|
4.
|
Utilize JavaScript tracking codes and on-page lead forms to integrate with Client website,
|
5.
|
Develop and test landing page and email templates customizable through familiar, point-and-click interface,
|
6.
|
Perform required lead syncing and data sanitization administrative tasks, as needed,
|
7.
|
Implement, test, and launch lead nurturing campaigns,
|
8.
|
Establish lead scoring rubric and mechanisms, and
|
9.
|
Build out notification and reporting system for landing page and email performance, lead sources, and sales pipeline.
|
For the Company
|
Accepted for Client
|
|
|
||
|
||
MICHAEL HINSHAW
|
KEN KRIVANEC
|
|
Signature
|
Signature
|
|
|
||
Michael Hinshaw, President
|
Ken Krivanec, President
|
|
|
||
4/8/13
|
||
April 2, 2013
|
Date
|
1.
|
Presentation Deck and Content. The Company will provide an ~45 to 60 minute presentation deck (“Deck”) with a focus on what The Tanger Experience is, what it means to Client’s center management, and what it means to the Client centers’ staff and customers. The Deck will include the strategy, design and implications at the workstream and touchpoint levels. It will include all areas of applicability to center management, as well as an overview of the upcoming staff launch and experience assessment framework which all center managers will be required to complete. The Company will make every effort to align the Deck with Tanger Style and the Client will be responsible for finalization of the “look and feel” of the Deck.
|
2.
|
Prezi Design and Content. The Company will develop a ~90 minute Prezi-style “video” to appear in the early part of the Webinar to introduce The Tanger Experience promise, principles and background. If it is determined that the video can be targeted to a broader audience, Client will provide assistance in ensuring the video appropriately represents Tanger Style.
|
3.
|
Webinar Scripting and Script Writing. In the notes section of each slide in the Deck, a script supporting on-page content will be provided to guide the Webinar presenter. Methods to include Client representatives (e.g. high-performing managers in certain key areas) to share/model/lead certain parts of the Webinar will be considered. The Company will draft a series of Frequently Asked Questions to be used to facilitate discussion in the post-webinar question and answer session.
|
Presentation Deck and Content
|
$8,600
|
Prezi Design and Content
|
2,900
|
Webinar Scripting and Script Writing
|
5,900
|
Total Fees:
|
$17,400
|
For the Company
|
Accepted for Client
|
|
|
||
|
||
MICHAEL HINSHAW
|
||
Signature
|
Signature
|
|
|
||
Michael Hinshaw, President
|
Carrie Geldner, Senior Vice President,
Marketing & CMO
|
|
April 9, 2013
|
Date
|
Statement of Work – TFO-002
|
Page 2 of 2
|
1.
|
Survey Design and Build. The Company will provide one customized, web-based Touchpoint Mapping survey tailored for employees, and designed to poll customers and retailers as well. The survey will include the following functionality:
|
a.
|
Ability for Client’s center managers to self-assess performance against key touchpoints;
|
b.
|
Ability for Client’s center staff to self-assess understanding of, and personal performance on, experience promise and principles, as well perceptions of Client’s center overall performance;
|
c.
|
Ability for Client to access data in a secure online environment, comparing management versus staff perceptions, regional or center “type” comparisons, size, or other analytical breaks that would drive insights or inform decision making.
|
2.
|
Manage and Send. The Company will customize survey invitations and reminder emails and coordinate with Client staff for upload and send, manage overall survey process (including testing), provide access to results, and train Client staff on utilization of the Touchpoint Mapping dashboard.
|
3.
|
Hosting of Survey Platform. The Company will provide Client with twelve-month access to the Touchpoint Mapping dashboard, including the ability to re-send surveys to the same audience over time to assess progress.
|
Design and Build
|
$6,600
|
Manage and Send
|
4,200
|
Hosting of Survey Platform
|
6,000
|
Total Fees:
|
$16,800
|
Statement of Work – TFO-003
|
Page 2 of 3
|
For the Company
|
Accepted for Client
|
|
|
||
|
||
MICHAEL HINSHAW
|
||
Signature
|
Signature
|
|
|
||
Michael Hinshaw, President
|
Carrie Geldner, Senior Vice President,
|
|
|
Marketing & CMO
|
|
April 9, 2013
|
Date
|
Statement of Work – TFO-003
|
Page 3 of 3
|
1.
|
I have reviewed this Form 10-Q for the period ended June 30, 2013 of Touchpoint Metrics, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 7, 2013
|
MICHAEL HINSHAW
|
Michael Hinshaw
|
||
Principal Executive Officer and Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
MICHAEL HINSHAW
|
|
Michael Hinshaw
|
|
Chief Executive Officer and Chief Financial Officer
|
Note 12: Income Taxes
|
3 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Tax Disclosure [Text Block] |
Note
12: Income Taxes
Income
taxes are summarized as follows for the six months ended
June 30, 2013:
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.
|
Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Revenue | ||||
Consulting services | $ 266,792 | $ 132,274 | $ 517,725 | $ 250,674 |
Products & other | 6,533 | 33,009 | 21,988 | 37,450 |
Total revenue | 273,325 | 165,283 | 539,713 | 288,124 |
Cost of goods sold | ||||
Labor | 69,289 | 43,593 | 133,685 | 59,592 |
Services | 17,936 | 7,566 | 17,936 | 7,566 |
Products and other | 42,837 | 12,011 | 52,473 | 34,367 |
Total cost of goods sold | 130,062 | 63,170 | 204,094 | 101,525 |
Gross profit | 143,263 | 102,113 | 335,619 | 186,599 |
Expenses | ||||
Salaries and wages | 153,015 | 80,410 | 325,932 | 195,441 |
Contract services | 23,712 | 37,491 | 36,160 | 99,802 |
Other general and administrative | 103,264 | 77,121 | 199,967 | 189,581 |
Total expenses | 279,991 | 195,022 | 562,059 | 484,824 |
Net operating income | (136,728) | (92,909) | (226,440) | (298,225) |
Interest expense | (3,123) | (2,712) | (6,196) | (5,248) |
Other income (expense) | 5,675 | (62,982) | 5,675 | |
Loss before income taxes | (139,851) | (89,946) | (295,618) | (297,798) |
Net loss | $ (139,851) | $ (89,946) | $ (295,618) | $ (297,798) |
Net loss per share-basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding-basic and diluted (in Shares) | 13,132,302 | 13,132,302 | 13,132,302 | 13,132,302 |
Note 5. Concentration
|
3 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
||||||||||||||||||||||
Risks and Uncertainties [Abstract] | ||||||||||||||||||||||
Concentration Risk Disclosure [Text Block] |
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.
Sales
are concentrated among a few large clients. For the six
months ended June 30, 2013 and 2012, the percentage of
sales and the concentration is as follows:
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 six months
ended June 30, 2013 and 2012, the company earned revenues
of approximately $2,343 and $37,840, 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 5. Concentration (Tables)
|
3 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
||||||||||||||||||||||
Risks and Uncertainties [Abstract] | ||||||||||||||||||||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] |
|
Note 13. Net Loss per Share
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Text Block] |
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:
Options
to purchase 300,000 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.
|
Note 16: Going Concern (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
|
Going Concern Note [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ (139,851) | $ (89,946) | $ (295,618) | $ (297,798) | $ 306,948 |
Note 8: Commitments and Contingencies (Details) - Future Payments under Contractual Obligation (USD $)
|
Jun. 30, 2013
|
---|---|
Future Payments under Contractual Obligation [Abstract] | |
2013 | $ 26,217 |
2014 | 7,717 |
Total purchase obligations | $ 33,934 |
Note 13. Net Loss per Share (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] |
|
Note 12: Income Taxes (Tables)
|
3 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
|
Note 14. Related Party Transactions (Details) (USD $)
|
Mar. 31, 2013
|
Sep. 16, 2011
|
Sep. 07, 2011
|
---|---|---|---|
Related Party Transactions [Abstract] | |||
Due to Officers or Stockholders (in Dollars) | $ 25,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 3.25% | 4.00% | 4.00% |
Note 5. Concentration (Details) - Percentage of Significant Clients
|
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Percentage of Significant Clients [Abstract] | ||
Largest client | 32.40% | 49.10% |
Second largest client | 23.00% | 14.30% |
Third largest client | 18.30% | 10.90% |
Next three largest clients | 25.70% | 20.10% |
All other clients | 0.60% | 5.60% |
100.00% | 100.00% |
Note 10: Interest Expense (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Interest Expense Disclosure [Abstract] | ||||
Interest Expense | $ 3,123 | $ 2,712 | $ 6,196 | $ 5,248 |
Note 4: Stock-Based Compensation (Details) - Summary of Stock Option Activity (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
|
Summary of Stock Option Activity [Abstract] | ||
300,000 | 320,000 | |
(in Dollars per share) | $ 0.35 | $ 0.34 |
7.61 | ||
(in Dollars) | $ 0.26 | |
Fully vested and expected to vest at June 30, 2013 | 180,000 | |
Fully vested and expected to vest at June 30, 2013 (in Dollars per share) | $ 0.35 | |
Fully vested and expected to vest at June 30, 2013 | 7.61 | |
Fully vested and expected to vest at June 30, 2013 (in Dollars) | 0.26 | |
Exercisable at June 30, 2013 | 180,000 | |
Exercisable at June 30, 2013 (in Dollars per share) | $ 0.35 | |
Exercisable at June 30, 2013 | 7.61 | |
Exercisable at June 30, 2013 (in Dollars) | $ 0.26 | |
Forfeited or expired | (20,000) | |
Forfeited or expired (in Dollars per share) | $ 0.25 |
Note 12: Income Taxes (Details) - Income Taxes (USD $)
|
3 Months Ended |
---|---|
Jun. 30, 2013
|
|
Income Taxes [Abstract] | |
Current benefit | $ (295,618) |
Deferred benefit | $ 295,618 |
Note 8: Commitments and Contingencies (Tables)
|
3 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] |
|
||||||||||||||||||
Schedule of Purchase Obligations |
|
Note 1: Organization and Basis of Presentation
|
3 Months Ended |
---|---|
Jun. 30, 2013
|
|
Organization, Consolidation and Presentation of Financial Statements Disclosure [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
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 June 30,
2013 and for the three and six months ended June 30, 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 and six months ended June 30, 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 3: Property and Equipment
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] |
Note
3: Property and Equipment
Property
and equipment consist of:
Depreciation
expense incurred during the three and six months ended June
30, 2013 was $1,245 and $3,083,
respectively. Depreciation expense for the three
and six months ended June 20, 2012 was $4,000 and $4,000,
respectively.
|
Note 6. Capitalized Software Development Costs
|
3 Months Ended |
---|---|
Jun. 30, 2013
|
|
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] |
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 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.
Amortization
of software development costs commences when the product is
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
$201,031 and $188,371 as of June 30, 2013 and December 31,
2012, respectively.
|
Note 4: Stock-Based Compensation
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
Note
4: Stock-Based Compensation
The
Company’s stock-based compensation program was
established in 2008. Plan Shares cannot exceed 30% of any
outstanding issue or 2,500,000 shares, whichever is the
lower amount.
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.
In
order to calculate the fair value of stock options at the
date of grant, we use the Black-Scholes option pricing
model. The volatility used was based on historical
volatility of similar sized companies due to lack of
historical data of the Company’s 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.
The
company currently has one active option commitment, granted
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.
At
June 30, 2013, 180,000 stock options were exercisable and
$29,673 of total compensation cost related to vested
share-based compensation grants had been
recognized. Unrecognized compensation expense
from stock options was $6,327 at June 30, 2013, and will be
recognized through February, 2014.
The
following table summarizes our stock option activity for
the six months ended June 30, 2013:
The
following assumptions were used to calculate weighted
average fair values of the options granted in the six
months ended June 30, 2013:
|
Note 11: Advertising Expenses (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Advertising Costs, Policy [Policy Text Block] [Abstract] | ||||
Advertising Expense | $ 514 | $ 3,054 | $ 5,524 | $ 7,880 |
Note 3: Property and Equipment (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Property, Plant and Equipment [Abstract] | ||||
Depreciation Expense (Deprecated 2009-01-31) | $ 1,245 | $ 4,000 | $ 3,083 | $ 4,000 |
Note 4: Stock-Based Compensation (Details) - Assumptions Used to Calculate Weighted Average Fair Values of the Options Granted (USD $)
|
6 Months Ended |
---|---|
Jun. 10, 2013
|
|
Assumptions Used to Calculate Weighted Average Fair Values of the Options Granted [Abstract] | |
Risk-free interest rate | 3.68% |
Volatility | 40.00% |
Weighted average grant-date fair value per option granted (in Dollars per share) | $ 0.12 |
Note 8: Commitments and Contingencies (Details) - Estimate Future Payments under Operating Lease (USD $)
|
Jun. 30, 2013
|
---|---|
Estimate Future Payments under Operating Lease [Abstract] | |
2013 | $ 11,856 |
2014 | 24,732 |
2015 | 25,345 |
2016 | 17,168 |
Total minimum lease payments | $ 79,101 |