10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2021

OR

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

Commission File Number:   000-54918

MCX TECHNOLOGIES CORPORATION

(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.)

2529 Detroit Ave.

Cleveland, OH 44113

(Address of principal executive offices, including zip code)

216-264-0055

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.   Yes ☑     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).   Yes ☑     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☑	Smaller Reporting Company	☑
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐     No ☑

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 20,426,158 as of August 17, 2021.

MCX Technologies Corporation

Form 10-Q Quarterly Report

TABLE OF CONTENTS

		Page No.
	Part I. - Financial Information	3
Item 1.	Financial Statements.	3
	Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020.	3
	Consolidated Statements of Operations for the Three and Six months ended June 30, 2021 and 2020 (unaudited).	4
	Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six months ended June 30, 2021 and 2020 (unaudited).	5
	Consolidated Statements of Cash Flows for the Six months ended June 30, 2021 and 2020 (unaudited).	6
	Notes to Consolidated Financial Statements (unaudited).	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	17
Item 4.	Controls and Procedures.	17
	Part II. - Other Information	17
Item 1.	Legal Proceedings.	17
Item 1A.	Risk Factors.	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3.	Defaults Upon Senior Securities.	18
Item 4.	Mine Safety Disclosures.	18
Item 5.	Other Information.	18
Item 6.	Exhibits.	19
Signatures		20

PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.

MCX Technologies Corporation

Consolidated Balance Sheets

	June 30,			December 30,
	2021			2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	108,846		$	297,965
Accounts receivable		66,013			-
Total current assets		174,859			297,965
Long term assets:
Land		85,000			85,000
Notes receivable - related party		683,080			726,832
Other assets		13,319			15,190
Total assets	$	956,258		$	1,124,987
Liabilities and Shareholders' Equity
Liabilities:
Accounts payable and accrued liabilities	$	53,114		$	52,214
Deferred revenue		42,561			131,252
Total current liabilities		95,675			183,466
Total liabilities		95,675			183,466
Shareholders' equity:
Common stock, no par value, 500,000,000 shares authorized, 20,426,158 shares issued and outstanding at June 30, 2021 and December 31, 2020		-			-
Additional paid-in capital		6,609,533			6,581,151
Accumulated deficit		(5,748,950	)		(5,639,630	)
Total shareholders' equity		860,583			941,521
Total liabilities and shareholders' equity	$	956,258		$	1,124,987

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

3

MCX Technologies Corporation

Consolidated Statements of Operations

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Revenue, net	$	202,606		$	-		$	309,316		$	-
Cost of goods sold		42,998			-			120,169			-
Gross profit		159,608			-			189,147			-
Expenses
Salaries and wages		15,557			17,428			31,114			46,359
Contract services		52,265			-			104,261			-
Other general and administrative		134,179			189,797			166,590			318,283
Total expenses		202,001			207,225			301,965			364,642
Net operating loss		(42,393	)		(207,225	)		(112,818	)		(364,642	)
Other income (expense)		466			2,111			3,498			(8,464	)
Loss from continuing operations		(41,927	)		(205,114	)		(109,320	)		(373,106	)
Discontinued operations (Note 2)
Income from discontinued operations		-			169,478			-			171,619
Net loss	$	(41,927	)	$	(35,636	)	$	(109,320	)	$	(201,487	)
Net loss per share-basic and diluted:
Continuing operations	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Discontinued operations	$	-		$	0.01		$	-		$	0.01
Total earnings	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding-basic and diluted		20,426,158			20,426,158			20,426,158			20,426,158

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

4

MCX Technologies Corporation

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited)

	Six Months Ended June 30, 2020
							Retained
					Additional		Earnings
	Common Stock				Paid in		(Accumulated
	Shares		Amount		Capital		Deficit)			Total
Balance at December 31, 2019		20,426,158	$	-	$	6,517,885	$	(5,595,128	)	$	922,757
Stock based compensation - stock options		-		-		15,730		-			15,730
Net loss		-		-		-		(165,851	)		(165,851	)
Balance at March 31, 2020		20,426,158		-	$	6,533,615	$	(5,760,979	)	$	772,636
Stock based compensation - stock options		-		-		15,730		-			15,730
Net loss		-		-		-		(35,636	)		(35,636	)
Balance at June 30, 2020		20,426,158	$	-	$	6,549,345	$	(5,796,615	)	$	752,730

	Six Months Ended June 30, 2021
							Retained
					Additional		Earnings
	Common Stock				Paid in		(Accumulated
	Shares		Amount		Capital		Deficit)			Total
Balance at December 31, 2020		20,426,158	$	-	$	6,581,151	$	(5,639,630	)	$	941,521
Stock based compensation - stock options		-		-		15,557		-			15,557
Net loss		-		-		-		(67,393	)		(67,393	)
Balance at March 31, 2021		20,426,158		-	$	6,596,708	$	(5,707,023	)	$	889,685
Stock based compensation - stock options		-		-		12,825		-			12,825
Net loss		-		-		-		(41,927	)		(41,927	)
Balance at June 30, 2021		20,426,158		-		6,609,533		(5,748,950	)	$	860,583

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

5

MCX Technologies Corporation

Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended
	June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(109,320	)	$	(201,487	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		-			1,289
Operating lease ROU asset amortization		-			21,187
Stock compensation expense		28,382			31,460
Changes in operating assets and liabilities:
Accounts receivable		(66,013	)		(182,413	)
Other assets		1,871			8,458
Accounts payable and accrued liabilities		900			16,340
Lease liability		-			(21,658	)
Deferred revenue		(88,691	)		32,760
Net cash used in operating activities		(232,871	)		(294,064	)
INVESTING ACTIVITIES
Cash received from notes receivable - related party		43,752			-
Net cash provided by investing activities		43,752			-
FINANCING ACTIVITIES
Proceeds from notes payable		-			311,069
Net cash provided by investing activities		-			311,069
Decrease in cash and cash equivalents		(189,119	)		17,005
Cash and cash equivalents, beginning of period		297,965			588,848
Cash and cash equivalents, end of period	$	108,846		$	605,853
Supplemental disclosure of cash flow information:
Continuing operations
Interest paid	$	199		$	199

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

6

MCX TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2021

(unaudited)

Note 1: Organization and Basis of Presentation

MCX Technologies Corporation (“we,” “us,” “our,” or the “Company”), was incorporated in the State of California on December 14, 2001. We were established as a customer experience (“CX”) management solutions company dedicated to helping organizations improve customer experiences, increase customer loyalty, reduce costs and increase revenue. The Company operated as The Innes Group, Inc., d/b/a MCorp Consulting until filing a Certificate of Amendment to the Articles of Incorporation renaming the Company Touchpoint Metrics, Inc., effective October 18, 2011. During Q1 2015, the Company filed a d/b/a (doing business as) with the State of California Secretary of State to begin doing business as McorpCX. On June 11, 2015, at our Annual General Meeting, shareholders passed a resolution to change the name of the Company to McorpCX, Inc. On June 29, 2020, at our Annual General Meeting, in connection with the sale of McorpCX, LLC, as described in Note 2 below, shareholders passed a resolution to change the name of the Company to MCX Technologies Corporation.  On November 12, 2020, the Company formed The Collective Experience, LLC in Delaware (the “Collective Experience”). The Company is currently providing all of its customer relations management consulting services, which is the Company’s sole revenue generating operations, through the Collective Experience.

We are currently focused on delivering digital transformation solutions to customer-centric organizations through integrated marketing, data science, analytics, commerce, and machine learning. In addition, we are seeking to invest in cyber-currency and decentralized finance technologies to support the Always-On Economy. We were previously engaged in the more narrowly focused business of solely delivering consulting and professional services that were designed to help corporations improve their customer listening and customer management capabilities (or defined as CX management solutions). 

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company's business remains highly uncertain and difficult to predict, as the response to the pandemic continues to evolve. Although the administration of vaccines throughout the United States contributed to the lifting of certain restrictive measures, and capital markets in the United States improved during the second half of 2020 and remained relatively strong in the first half of 2021, the re-emergence of significant increases in infection rates could result in governments re-imposing restrictive measures that could reduce or impair economic activity. Consequently, the COVID-19 pandemic and the government responses to the outbreak presents continued uncertainty and risk with respect to the Company and its performance and financial results.

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company's customers, all of which are uncertain and cannot be predicted. The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by its customers. As of the date of issuance of these Consolidated Financial Statements for the six months ended June 30, 2021 and 2020, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations remain uncertain.

The consolidated financial statements and related disclosures as of and for the three and six months ended June 30, 2021 and 2020, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. 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 consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report for the year ended December 31, 2020, filed on Form 10-K with the SEC on April 15, 2021.  The results of operations for the three and six months ended June 30, 2021, are not necessarily indicative of the results to be expected for the full year.

7

 

Note 2: Sale of McorpCX, LLC

The Company formed a wholly owned subsidiary, McorpCX, LLC (“McorpCX LLC”) as a limited liability company in the state of Delaware on December 14, 2017. On August 16, 2018, the Company entered into a contribution agreement with its wholly owned subsidiary McorpCX LLC, pursuant to which the Company transferred to McorpCX LLC all of the Company’s assets and liabilities related to the Company’s customer experience consulting business, excluding the underlying technology and databases related thereto which remained with the Company.

On April 15, 2020, the Company entered into a definitive purchase agreement (the “Purchase Agreement”) to sell all of the membership interests in McorpCX LLC to mfifty, LLC, a California limited liability company controlled by Michael Hinshaw, the President of McorpCX LLC, who has beneficial ownership over 5,200,000 shares of the Company’s common stock, representing approximately 25% of the total outstanding shares of the Company’s common stock, (the “Purchaser”). Since the Company’s professional and related consulting services business, which constituted substantially all of the Company’s operations, was conducted through McorpCX LLC, the sale of McorpCX LLC represented a strategic shift that had a major effect on the Company’s operations and financial results.

The Company received stockholder approval of the Purchase Agreement during a special meeting held on June 29, 2020, and the transaction closed on August 3, 2020.

As consideration for the sale of McorpCX LLC, the Company received a total of $352,000 in cash consisting of $100,000 received upon the signing of the Purchase Agreement and $252,000 received at the closing of the transaction along with a $756,000 promissory note. The promissory note has an initial annual interest rate of 0.99% (to be recalculated at the end of each twelve-month period subsequent to the date of the note based on the annual Applicable Federal Rate for mid-term loans on the first business day following each such twelve month period) accruing daily on the outstanding balance of the note, and monthly principal payments are to be payable to the Company over a term of four or more years. Monthly principal payments to the Company are initially $7,292 per month for the first twelve months following the date of the note, and then during each subsequent twelve-month period are to be based on a percentage of the annual revenues of McorpCX LLC.  The note is secured by the Purchaser’s ownership interest in McorpCX LLC.  On June 11, 2021, the Company and the Purchaser entered into an amendment to the promissory note whereby the Purchaser agreed to pay the Company One Hundred Thousand Dollars ($100,000) on or before July 1, 2021 to be applied towards the outstanding principal amount of the promissory note and then going forward to pay the remaining principal amount in installments of Twenty Thousand Dollars ($20,000) each due on the first day of each month commencing on August 1, 2021 until the principal amount is paid in full, with the final payment being the remaining unpaid outstanding balance due at that time. The amendment to the promissory note also provides that the promissory note will be considered paid in full if any of the following occurs: (i) the Purchaser pays at least 90% of the outstanding balance due (principal and interest) under the promissory note by December 31, 2021; (ii) the Purchaser pays at least 95% of the outstanding balance due under the promissory note by June 30, 2022; and (iii) the Purchaser pays at least 97.5% of the outstanding balance due (principal and interest) under the promissory note by December 31, 2022. The Company has received the initial $100,000 payment and the first $20,000 payment as of the date of this report.

Management determined that the completion of the sale of McorpCX LLC meets the criteria for the presentation of the operations of McorpCX LLC as discontinued operations as of August 3, 2020 since it represents a strategic shift in the Company’s business and accordingly, the results of the McorpCX, LLC are presented as discontinued operations in the Company’s Consolidated Statements of Operations beginning in the third quarter of 2020, and thus excluded from continuing operations for all periods presented. In addition, the related assets and liabilities of McorpCX, LLC are classified as discontinued operations on the Company’s Consolidated Balance Sheets for all periods presented prior to the disposal.

Subsequent to the sale of McorpCX, LLC, the Company is now focusing on growing the Company’s technology solutions business. 

8

 

The following table summarizes the major line items for McorpCX, LLC that are included in the income from discontinued operations line item, for the three and six months ended June 30, 2021 and 2020, respectively, in the Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue, net	$	-	$	926,184	$	-	$	1,595,976
Cost of goods sold		-		332,519		-		591,862
Gross profit		-		593,665		-		1,004,114
Expenses		-		426,744		-		840,052
Net operating income		-		166,921		-		164,062
Other income		-		2,557		-		7,557
Income from discontinued operations		-		169,478		-		171,619
Income from discontinued operations	$	-	$	169,478	$	-	$	171,619

There were no assets and liabilities classified as held for sale as of June 30, 2021 or December 31, 2020:

The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows, and include the assets and liabilities of discontinued operations as of the August 3, 2020 date of sale of McorpCX, LLC, which are not reflected in the above table. There were no significant capital expenditures and operating noncash items for any periods presented. There was $869 depreciation and amortization expense for the six months ended June 30, 2020, related to assets held by McorpCX LLC. There was no depreciation and amortization expense for the six months ended June 30, 2021.

Note 3: Recent Accounting Pronouncements

In March 2020, the FASB issued an update (“ASU 2020-04”) establishing Accounting Standards Codification (“ASC”) Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We are currently evaluating the impact of the guidance and our options related to the practical expedients.

9

 

Note 4: Stock-Based Compensation

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

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

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

The following table summarizes our stock option activity for the six months ended June 30, 2021:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		690,000	$	0.23		7.63	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Cancelled		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at June 30, 2021		690,000	$	0.23		7.13		-
Exercisable at June 30, 2021		460,000	$	0.23		7.13	$	-

At June 30, 2021, 460,000 stock options were exercisable and $28,382 of total compensation cost related to share-based compensation grants had been recognized for the six months ended June 30, 2021. Unrecognized compensation expense from stock options was $7,952 at June 30, 2021, which is expected to be recognized over a weighted-average vesting period of 0.13 years beginning July 1, 2021.

There were no options granted during the six months ended June 30, 2021.

10

 

A summary of the status of the Company’s nonvested options as of June 30, 2021, is presented below:

Nonvested options

	Number of
	Shares
Nonvested options at December 31, 2020		230,000
Granted		-
Exercised		-
Cancelled		-
Forfeited or expired		-
Vested		-
Nonvested options at June 30, 2021		230,000

Note 5: Going Concern

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

We have had material operating losses and have not yet created positive cash flows for a full fiscal year. These factors raise substantial doubt as to our ability to continue as a going concern.  On August 3, 2020, the Company completed the sale of all of the membership interests in McorpCX, LLC, of which the proceeds of $1,108,000, consisting of $352,000 in cash and a $756,000 promissory note, were applied to transaction costs as well as investment toward becoming a technology solutions business. See Note 2 for details. These measures combined with our positive working capital position are expected to enable us to meet our liquidity needs over the next 12 months. Notwithstanding the foregoing, our ability to continue as a going concern is entirely dependent upon our ability to achieve a level of profitability, and/or to raise additional capital through debt financing and/or through sales of common stock. We cannot provide any assurance that profits from operations, if any, will generate sufficient cash flow to meet our working capital needs and service our existing obligations, 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.

Note 6: Basic and Diluted Net Income / (Loss) per Share

Net income (loss) per share was computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the three and six months ended June 30, 2021 and 2020, the assumed exercise of share options is anti-dilutive and are excluded from the determination of net income (loss) per share – basic and diluted. The share options were anti-dilutive due to the Company’s net loss or the Company’s common stock average market price was less than the share options exercise price. Accordingly, net income/(loss) per share basic and diluted are equal in all periods presented. Securities that were not included in the diluted per share calculations because they would be anti-dilutive were options to purchase common stock of 460,000 and 680,000 for the six months ended June 30, 2021 and 2020, respectively.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Net loss from continuing operations	$	(41,927	)	$	(205,114	)	$	(109,320	)	$	(373,106	)
Net income from discontinued operations, excluding gain	$	-		$	169,478		$	-		$	171,619
Net loss	$	(41,927	)	$	(35,636	)	$	(109,320	)	$	(201,487	)
Basic and diluted weighted average common shares outstanding		20,426,158			20,426,158			20,426,158			20,426,158
Net loss from continuing operations per share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Net income from discontinued operations per share, basic and diluted	$	-		$	0.01		$	-		$	0.01
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

11

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement

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

Unless the context otherwise requires, all references to “we,” “us,” “our” or the “Company” are to MCX Technologies Corporation and our subsidiaries.

Critical Accounting Policies and Estimates

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

A description of the Company’s critical accounting policies and related judgments and estimates that affect the preparation of the Company’s financial statements is set forth in under the heading “Critical Accounting Policies and Estimates” in Item 7, Management’s Discussion and Analysis of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. With the exception of the policy adoptions discussed in Note 3 of the Notes to the Consolidated Financial Statements included with this report, such policies were unchanged during the six months ended June 30, 2021.

Overview

We are currently focused on delivering digital transformation solutions to customer-centric organizations through integrated marketing, data science, analytics, commerce, and machine learning. In addition, we are seeking to invest in cyber-currency and decentralized finance technologies to support the “Always-On Economy”. We were previously engaged in the more narrowly focused business of solely delivering consulting and professional services that were designed to help corporations improve their customer listening and customer management capabilities, referred to as customer experience (“CX”) management solutions. 

The Company formed a wholly owned subsidiary, McorpCX, LLC (“McorpCX LLC”) as a limited liability company in the state of Delaware on December 14, 2017. On August 16, 2018, the Company entered into a contribution agreement with its wholly owned subsidiary McorpCX LLC, pursuant to which the Company transferred to McorpCX LLC all the Company’s assets and liabilities related to the Company’s customer experience consulting business, excluding the underlying technology and databases related thereto which remained with the Company.

Effective August 3, 2020, the Company sold all of its membership interests in McorpCX, LLC to mfifty, LLC, a California limited liability company controlled by Michael Hinshaw, the then current President of McorpCX LLC (the “Purchaser”). Since the Company’s professional and related consulting services business, which constituted substantially all of the Company’s operations at the time of the sale of McorpCX LLC, was conducted through McorpCX LLC, the sale of McorpCX LLC represented a strategic shift that we believe will have a major effect on the Company’s operations and financial results.

As consideration for the sale of McorpCX LLC, the Company received a total of $352,000 in cash consisting of $100,000 received upon the signing of the purchase agreement and $252,000 received at the closing of the transaction along with a $756,000 promissory note. The promissory note has an initial annual interest rate of 0.99% (to be recalculated at the end of each twelve-month period subsequent to the date of the note based on the annual Applicable Federal Rate for mid-term loans on the first business day following each such twelve-month period) accruing daily on the outstanding balance of the note, and monthly principal payments are payable to the Company over a term of four or more years. Monthly principal payments to the Company were initially $7,292 per month for the first twelve months following the date of the note, and then during each subsequent twelve-month period are based on the annual revenues of McorpCX, LLC. On June 11, 2021, the Company and the Purchaser entered into an amendment to the promissory note whereby the Purchaser agreed to pay the Company One Hundred Thousand Dollars ($100,000) on or before July 1, 2021 to be applied towards the outstanding principal amount of the promissory note and then going forward to pay the remaining principal amount in installments of Twenty Thousand Dollars ($20,000) each due on the first day of each month commencing on August 1, 2021 until the principal amount is paid in full, with the final payment being the remaining unpaid outstanding balance due at that time. The amendment to the promissory note also provides that the promissory note will be considered paid in full if any of the following occurs: (i) the Purchaser pays at least 90% of the outstanding balance due (principal and interest) under the promissory note by December 31, 2021; (ii) the Purchaser pays at least 95% of the outstanding balance due under the promissory note by June 30, 2022; and (iii) the Purchaser pays at least 97.5% of the outstanding balance due (principal and interest) under the promissory note by December 31, 2022. The Company has received the initial $100,000 payment and the first $20,000 payment as of the date of this report. . The note is secured by the Purchaser's ownership interest in McorpCX LLC.

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The Company’s management is now in the process of recreating the Company to enable it to focus on providing technology solutions for the “Always-On Economy”. MCX is exploring investment opportunities into three areas: digital transformation, cryptocurrency, decentralized finance (“DeFi”). In developing our portfolio offering, we are in the process of exploring various strategic alternatives, such as proprietary software or technology development, pursuit of mergers/acquisitions or joint venture opportunities, “white-labeling” arrangements, software licensing arrangements, and investment in additional infrastructure for our Company. Each of these possible strategies will be thoroughly vetted by our board of directors to assess the expected level of enterprise value creation for each strategy compared to the various risks associated with each possible scenario. In addition, we may require financing to pursue these strategies that are beyond our current financial resources. Accordingly, there is no assurance that we will be able to pursue any strategy identified by our board of directors.

On November 12, 2020, the Company formed The Collective Experience, LLC in Delaware (the “Collective Experience”). The Company is currently providing all of its customer relations management consulting services, which is the Company’s sole revenue generating operations, through the Collective Experience.

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China and has since extensively impacted the global health and economic environment. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 pandemic and the government responses to the outbreak presents uncertainty and risk with respect to the Company and its performance and financial results.

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company's business remains highly uncertain and difficult to predict, as the response to the pandemic continues to evolve. Although the administration of vaccines throughout the United States contributed to the lifting of certain restrictive measures, and capital markets in the United States improved during the second half of 2020 and remained relatively strong in the first half of 2021, the re-emergence of significant increases in infection rates could result in governments re-imposing restrictive measures that could reduce or impair economic activity. Consequently, the COVID-19 pandemic and the government responses to the outbreak presents continued uncertainty and risk with respect to the Company and its performance and financial results. 

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

Sources of Revenue

Prior to the sale of McorpCX, LLC in August 2020, our revenue consisted primarily of fees from professional and consulting services and other revenue primarily related to the reimbursement of expenses mostly through the operations of McopCX LLC. Product revenue was from productized and software-enabled service sales not elsewhere classified.

As of June 30, 2021, our only source of revenue is derived from providing digital transformation services through the Collective Experience that include brand strategy, data science, pricing science, customer experience management consulting and implementation in support of these strategies.

Operating Expenses

Cost of Goods Sold

Cost of goods sold consist primarily of expenses directly related to providing professional and consulting services. Those expenses include contract labor, third-party services, and materials and travel expenses related to providing professional services to our clients.

General and Administrative Expenses 

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

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Results of Continuing Operations

Management determined that the completion of the sale of McorpCX LLC meets the criteria for the presentation of the operations of McorpCX LLC as discontinued operations as of August 3, 2020 and accordingly, the results of the McorpCX, LLC are presented as discontinued operations in the Company’s Consolidated Statements of Operations beginning in the third quarter of 2020, and thus excluded from continuing operations for all periods presented.

Revenues & Cost of Goods Sold

During the three and six months ended June 30, 2021, we had $202,606 and 309,316, respectively, in revenue recognized as well as the related cost of goods sold of $42,998 and 120,169, respectively, generated through continuing operations from two customer contracts entered into in the last quarter of 2020 plus an additional 4 customer contracts entered into in 2021. There was no revenue or cost of goods sold generated through continuing operations for the three and six months ended June 30, 2020.

Net Loss	2021			2020			Change from Prior Year			Percent Change from Prior Year
Three Months Ended June 30,	$	(41,927	)	$	(35,636	)	$	(6,291	)		18	%
Six Months Ended June 30,	$	(109,320	)	$	(201,487	)	$	92,167			(46	%)

Net loss increased to $41,927 for the three months ended June 30, 2021 from a net loss of $35,636 for the three months ended June 30, 2020 mostly as a result of a reduction in net operating loss from continuing operations of $163,187 in the second quarter of 2021 compared to the same quarter of 2020 being more than offset by $169,478 in income from discontinued operations in the second quarter of 2020. Net loss decreased to $109,320 for the six months ended June 30, 2021 from a net loss of $201,487 for the six months ended June 30, 2020. The decrease in net loss in the first half of 2021 compared to same period of 2020 was primarily a result of revenue generated in 2021 from new operations combined with fewer salaried employees, less professional fees and no consulting services or travel expenses being partially offset by expenses associated with finance and administration services provided by contractors in the first half of 2021 compared to the same period of 2020.

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					Change from			Percent Change
Salaries and Wages	2021		2020		Prior Year			from Prior Year
Three Months Ended June 30,	$	15,557	$	17,428	$	(1,871	)		(11	%)
Six Months Ended June 30,	$	31,114	$	46,359	$	(15,245	)		(33	%)

Expenses attributable to salaries and wages for the three months ended June 30, 2021 and 2020 primarily consisted of stock compensation expense.  The decrease in expenses attributable to salaries and wages in the second quarter of 2021 compared to the same quarter of 2020 was primarily due to the elimination of executive officer salaries and the outsourcing of all staff salaries due to the Company’s internal finance and administration services being provided by contractors in 2021.

Expenses attributable to salaries and wages primarily consisted of stock compensation expense for the six months ended June 30, 2021 and 2020.  The decrease in expenses attributable to salaries and wages in the first half of 2021 compared to the same period of 2020 was primarily due to the elimination of executive officer salaries and the outsourcing of all staff salaries due to the Company’s internal finance and administration services being provided by contractors in 2021.

					Change from		Percent Change
Contract Services	2021		2020		Prior Year		from Prior Year
Three Months Ended June 30,	$	52,265	$	-	$	52,265		100	%
Six Months Ended June 30,	$	104,261	$	-	$	104,261		100	%

Contract services expenses increased during the three and six months ended June 30, 2021 and 2020, due to executive, finance and administration services being provided by contractors in 2021, which were provided by salaried employees in 2020.

					Change from			Percent Change
Other General and Administrative	2021		2020		Prior Year			from Prior Year
Three Months Ended June 30,	$	134,179	$	189,797	$	(55,618	)		(29	%)
Six Months Ended June 30,	$	166,590	$	318,283	$	(151,693	)		(48	%)

Other general and administrative costs decreased by $55,618 and $151,693 during the three and six months ended June 30, 2021 compared same periods in 2020 primarily due to decreases in professional fees in 2021 compared to 2020.

						Change from			Percent Change
Other Income (Expense)	2021		2020			Prior Year			from Prior Year
Three Months Ended June 30,	$	466	$	2,111		$	(1,645	)		78	%
Six Months Ended June 30,	$	3,498	$	(8,464	)	$	11,962			(141	%)

Other income decreased to $466 in the three months ended June 30, 2021 compared to $2,111 in other income in the three months ended June 30, 2020 primarily due to the incurrence of some non-recurring expenses coupled with slightly lower interest income from the prior year.

We recognized $3,498 in other income in the six months ended June 30, 2021 compared to $8,464 in other expense in the six months ended June 30, 2020 primarily due to decreases in state use tax expenses, interest on related party notes receivable, as well as the correction of cash reconciliation items booked during the first half of 2020.

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Liquidity and Capital Resources

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

	June 30,		December 31,
	2021		2020
Cash and cash equivalents	$	108,846	$	297,965
Working capital	$	79,184	$	114,499

Anticipated Uses of Cash

As of June 30, 2021, our cash and cash equivalents and working capital had decreased to $108,846 and $79,184 from $297,965 and $114,499, respectively, as of December 31, 2020.

For the six months ended June 30, 2021 and the year ended December 31, 2020, we were able to finance our operations with cash generated through cash on hand as well as proceeds of the sale of McorpCX, LLC. The accompanying consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

During the six months ended June 30, 2021, our primary uses of cash included cash paid to professional staff to support our consulting services, general and administrative support and new business development activities.

We currently plan to fund our expenditures with cash on hand as well as cash flows generated from new revenue sources as a digital transformation company. If needed, the possibility may exist to raise additional capital through debt financing and common stock sales. We do not intend to pay dividends in the foreseeable future. In addition to the working capital position of the Company, we are seeking new sources of revenue to fund our capital requirements for our business during the next 12 months.

We received total consideration of $1,108,000 consisting of $352,000 in cash and a $756,000 promissory note for the sale of McorpCX, LLC, which was completed on August 3, 2020.

We intend to continue to seek ways to expand upon our business and as such, in the future we may make acquisitions of businesses or assets or commitments to additional capital projects. To achieve the long-term goals of expanding our assets and earnings, including through acquisitions, capital resources may be required. Depending on the size of a transaction, the capital resources that may be required could be substantial. The necessary resources may be generated from cash flow from operations, cash on hand, borrowing against our assets or the issuance of securities, and there is no assurance these capital resources will be available to us when required.

Cash Flow – Six months ended June 30, 2021 and 2020

The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows. There were no significant capital expenditures and operating noncash items for any periods presented.

Operating Activities. Net cash used in operating activities decreased to $232,871 for the six months ended June 30, 2021 compared to net cash used in operating activities of $294,064 for the six months ended June 30, 2020. This decrease in cash used in operating activities in 2021 compared to 2020 was primarily due to a decrease in net loss, being partially offset by an increase in accounts receivable and a decrease in deferred revenue in the first six months of 2021 compared to the same period of 2020.

Investing Activities. $43,752 in cash received as interest and principal payments on the promissory note from the Purchaser constituted all of the cash provided by investing activities for six months ended June 30, 2021. There was no cash provided by, or used in, investing activities for the six months ended June 30, 2020.

Financing Activities. There was no cash provided by, or used in, financing activities for the six months ended June 30, 2021. For the six months ended June 30, 2020, the Company had cash provided by financing activities of $311,069 due to proceeds from two promissory notes issued to McorpCX, LLC.  As a result of the sale of McorpCX LLC on August 3, 2020, these notes are no longer a liability of the Company.

Results of Discontinued Operations

					Change from			Percent Change
Total income from discontinued operations	2021		2020		Prior Year			from Prior Year
Three Months Ended June 30,	$	-	$	169,478	$	(169,478	)		(100	%)
Six Months Ended June 30,	$	-	$	171,619	$	(171,619	)		(100	%)

There was no income from discontinued operations during the three or six months ended June 30, 2021. During the three and six months ended June 30, 2020, total income from discontinued operations was $169,478 and $171,619, respectively.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2021.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as such, are not required to provide the associated information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedure

Pursuant to Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s management concluded that, as of the period covered by this report, and as reported in Item 9A of the Company’s Form 10-K for the year ended December 31, 2020, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.

It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”), which could materially affect our business, results of operations or financial condition. 

17

It is important to note that the risks described in our 2020 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to materially adversely affect our business, results of operations or financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Securities

There were no unregistered sales of our equity securities during the three-month period ended on June 30, 2021.

Purchases of Equity Securities

During the six months ended June 30, 2021, there were no purchases of our common stock made by, or on behalf of, the Company or any "affiliated purchaser," as defined by Rule 10b-18 of the Exchange Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

(a) Not applicable.

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ITEM 6. EXHIBITS. 

3.1	Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).
3.2	Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).
3.3	Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).
3.4	Amendment to the Articles of Incorporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 13, 2015).
3.5	Amendment to the Articles of Incorporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016).
3.6	Amendments to the Articles of Incorporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020).
3.7	Amended and Restated Bylaws.(Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020).
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1*	Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2*	Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Changes in Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included as Exhibit 101).

*Furnished, not filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report has been signed on its behalf by the undersigned, thereunto duly authorized on this 18th day of August 2021.

MCX TECHNOLOGIES CORPORATION
BY:	/s/ Matthew Kruchko
	Matthew Kruchko
	Chief Executive Officer
BY:	/s/ Gregg Budoi
	Gregg Budoi
	Chief Financial Officer

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EXHIBIT INDEX

3.1	Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).
3.2	Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).
3.3	Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012).
3.4	Amendment to the Articles of Incorporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 13, 2015).
3.5	Amendment to the Articles of Incorporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016).
3.6	Amendments to the Articles of Incorporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020).
3.7	Amended and Restated Bylaws (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020).
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1*	Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2*	Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Changes in Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included as Exhibit 101).

*Furnished, not filed

21

EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Matthew Kruchko, certify that:

1.	I have reviewed this Form 10-Q for the quarterly period ended June 30, 2021 of MCX Technologies Corporation;
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 18, 2021	/s/ Matthew Kruchko
	Matthew Kruchko
	Chief Executive Officer

EX-31.2

Exhibit 31.2

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Gregg Budoi, certify that:

1.	I have reviewed this Form 10-Q for the quarterly period ended June 30, 2021 of MCX Technologies Corporation;
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 18, 2021	/s/ Gregg Budoi
	Gregg Budoi
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MCX Technologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Kruchko, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

Dated this 18^th day of August, 2021.

/s/ Matthew Kruchko

Matthew Kruchko

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MCX Technologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg Budoi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

Dated this 18^th day of August, 2021.

/s/ Gregg Budoi

Gregg Budoi

Chief Financial Officer

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 17, 2021
Document Information [Line Items]
Entity Central Index Key	0001535079
Entity Registrant Name	MCX Technologies Corp
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	000-54918
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	26-0030631
Entity Address, Address Line One	2529 Detroit Ave.
Entity Address, City or Town	Cleveland
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44113
City Area Code	216
Local Phone Number	264-0055
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		20,426,158

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Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2021	Dec. 30, 2020
Current assets:
Cash and cash equivalents	$ 108,846	$ 297,965
Accounts receivable	66,013	0
Total current assets	174,859	297,965
Long term assets:
Land	85,000	85,000
Notes receivable - related party	683,080	726,832
Other assets	13,319	15,190
Total assets	956,258	1,124,987
Liabilities:
Accounts payable and accrued liabilities	53,114	52,214
Deferred revenue	42,561	131,252
Total current liabilities	95,675	183,466
Total liabilities	95,675	183,466
Shareholders' equity:
Common stock, no par value, 500,000,000 shares authorized, 20,426,158 shares issued and outstanding at June 30, 2021 and December 31, 2020	0	0
Additional paid-in capital	6,609,533	6,581,151
Accumulated deficit	(5,748,950)	(5,639,630)
Total shareholders' equity	860,583	941,521
Total liabilities and shareholders' equity	$ 956,258	$ 1,124,987

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Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands	Jun. 30, 2021	Dec. 30, 2020
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	20,426,158	20,426,158
Common stock, shares outstanding (in shares)	20,426,158	20,426,158

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue, net	$ 202,606	$ 0	$ 309,316	$ 0
Cost of goods sold	42,998	0	120,169	0
Gross profit	159,608	0	189,147	0
Expenses
Salaries and wages	15,557	17,428	31,114	46,359
Contract services	52,265	0	104,261	0
Other general and administrative	134,179	189,797	166,590	318,283
Total expenses	202,001	207,225	301,965	364,642
Other income (expense)	466	2,111	3,498	(8,464)
Loss from continuing operations	(41,927)	(205,114)	(109,320)	(373,106)
Discontinued operations (Note 2)
Income from discontinued operations	0	169,478	0	171,619
Net loss	$ (41,927)	$ (35,636)	$ (109,320)	$ (201,487)
Net loss per share-basic and diluted:
Continuing operations (in dollars per share)	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Discontinued operations (in dollars per share)	0	0.01	0	0.01
Total earnings (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average common shares outstanding-basic and diluted (in shares)	20,426,158	20,426,158	20,426,158	20,426,158
Service [Member]
Expenses
Net operating loss	$ (42,393)	$ (207,225)	$ (112,818)	$ (364,642)
Product and Service, Other [Member]
Expenses
Loss from continuing operations	$ (41,927)	$ (205,114)	$ (109,320)	$ (373,106)

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Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Common stock, shares outstanding (in shares)	20,426,158
Balance (in shares) at Dec. 31, 2019	20,426,158
Balance at Dec. 31, 2019	$ 0	$ 6,517,885	$ (5,595,128)	$ 922,757
Stock based compensation - stock options	0	15,730	0	15,730
Net loss	0	0	(165,851)	(165,851)
Balance at Mar. 31, 2020	$ 0	6,533,615	(5,760,979)	772,636
Balance (in shares) at Dec. 31, 2019	20,426,158
Balance at Dec. 31, 2019	$ 0	6,517,885	(5,595,128)	922,757
Net loss				(201,487)
Balance at Jun. 30, 2020	$ 0	6,549,345	(5,796,615)	752,730
Common stock, shares outstanding (in shares)	20,426,158
Balance (in shares) at Mar. 31, 2020	20,426,158
Balance at Mar. 31, 2020	$ 0	6,533,615	(5,760,979)	772,636
Stock based compensation - stock options	0	15,730	0	15,730
Net loss	0	0	(35,636)	(35,636)
Balance at Jun. 30, 2020	$ 0	6,549,345	(5,796,615)	752,730
Common stock, shares outstanding (in shares)	20,426,158
Common stock, shares outstanding (in shares)	20,426,158
Balance (in shares) at Dec. 31, 2020	20,426,158
Balance at Dec. 31, 2020	$ 0	6,581,151	(5,639,630)	941,521
Stock based compensation - stock options	0	15,557	0	15,557
Net loss	0	0	(67,393)	(67,393)
Balance at Mar. 31, 2021	$ 0	6,596,708	(5,707,023)	889,685
Balance (in shares) at Dec. 31, 2020	20,426,158
Balance at Dec. 31, 2020	$ 0	6,581,151	(5,639,630)	941,521
Net loss				(109,320)
Balance at Jun. 30, 2021	$ 0	6,609,533	(5,748,950)	860,583
Common stock, shares outstanding (in shares)	20,426,158
Balance (in shares) at Mar. 31, 2021	20,426,158
Balance at Mar. 31, 2021	$ 0	6,596,708	(5,707,023)	889,685
Stock based compensation - stock options	0	12,825	0	12,825
Net loss	0	0	(41,927)	(41,927)
Balance at Jun. 30, 2021	$ 0	$ 6,609,533	$ (5,748,950)	$ 860,583
Common stock, shares outstanding (in shares)	20,426,158			20,426,158

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (109,320)	$ (201,487)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	0	1,289
Operating lease ROU asset amortization	0	21,187
Stock compensation expense	28,382	31,460
Changes in operating assets and liabilities:
Accounts receivable	(66,013)	(182,413)
Other assets	1,871	8,458
Accounts payable and accrued liabilities	900	16,340
Lease liability	0	(21,658)
Deferred revenue	(88,691)	32,760
Net cash used in operating activities	(232,871)	(294,064)
INVESTING ACTIVITIES
Cash received from notes receivable - related party	43,752	0
Net cash provided by investing activities	43,752	0
FINANCING ACTIVITIES
Proceeds from notes payable	0	311,069
Net cash provided by investing activities	0	311,069
Decrease in cash and cash equivalents	(189,119)	17,005
Cash and cash equivalents, beginning of period	297,965	588,848
Cash and cash equivalents, end of period	108,846	605,853
Supplemental disclosure of cash flow information:
Interest paid	$ 199	$ 199

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Note 1 - Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1: Organization and Basis of Presentation

MCX Technologies Corporation (“we,” “us,” “our,” or the “Company”), was incorporated in the State of California on December 14, 2001. We were established as a customer experience (“CX”) management solutions company dedicated to helping organizations improve customer experiences, increase customer loyalty, reduce costs and increase revenue. The Company operated as The Innes Group, Inc., d/b/a MCorp Consulting until filing a Certificate of Amendment to the Articles of Incorporation renaming the Company Touchpoint Metrics, Inc., effective October 18, 2011. During Q1 2015, the Company filed a d/b/a (doing business as) with the State of California Secretary of State to begin doing business as McorpCX. On June 11, 2015, at our Annual General Meeting, shareholders passed a resolution to change the name of the Company to McorpCX, Inc. On June 29, 2020, at our Annual General Meeting, in connection with the sale of McorpCX, LLC, as described in Note 2 below, shareholders passed a resolution to change the name of the Company to MCX Technologies Corporation.  On November 12, 2020, the Company formed The Collective Experience, LLC in Delaware (the “Collective Experience”). The Company is currently providing all of its customer relations management consulting services, which is the Company’s sole revenue generating operations, through the Collective Experience.

We are currently focused on delivering digital transformation solutions to customer-centric organizations through integrated marketing, data science, analytics, commerce, and machine learning. In addition, we are seeking to invest in cyber-currency and decentralized finance technologies to support the Always-On Economy. We were previously engaged in the more narrowly focused business of solely delivering consulting and professional services that were designed to help corporations improve their customer listening and customer management capabilities (or defined as CX management solutions). 

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company's business remains highly uncertain and difficult to predict, as the response to the pandemic continues to evolve. Although the administration of vaccines throughout the United States contributed to the lifting of certain restrictive measures, and capital markets in the United States improved during the second half of 2020 and remained relatively strong in the first half of 2021, the re-emergence of significant increases in infection rates could result in governments re-imposing restrictive measures that could reduce or impair economic activity. Consequently, the COVID-19 pandemic and the government responses to the outbreak presents continued uncertainty and risk with respect to the Company and its performance and financial results.

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company's customers, all of which are uncertain and cannot be predicted. The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by its customers. As of the date of issuance of these Consolidated Financial Statements for the six months ended June 30, 2021 and 2020, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations remain uncertain.

The consolidated financial statements and related disclosures as of and for the three and six months ended June 30, 2021 and 2020, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. 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 consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report for the year ended December 31, 2020, filed on Form 10-K with the SEC on April 15, 2021.  The results of operations for the three and six months ended June 30, 2021, are not necessarily indicative of the results to be expected for the full year.

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Note 2 - Sale of McorpCX, LLC

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 2: Sale of McorpCX, LLC

The Company formed a wholly owned subsidiary, McorpCX, LLC (“McorpCX LLC”) as a limited liability company in the state of Delaware on December 14, 2017. On August 16, 2018, the Company entered into a contribution agreement with its wholly owned subsidiary McorpCX LLC, pursuant to which the Company transferred to McorpCX LLC all of the Company’s assets and liabilities related to the Company’s customer experience consulting business, excluding the underlying technology and databases related thereto which remained with the Company.

On April 15, 2020, the Company entered into a definitive purchase agreement (the “Purchase Agreement”) to sell all of the membership interests in McorpCX LLC to mfifty, LLC, a California limited liability company controlled by Michael Hinshaw, the President of McorpCX LLC, who has beneficial ownership over 5,200,000 shares of the Company’s common stock, representing approximately 25% of the total outstanding shares of the Company’s common stock, (the “Purchaser”). Since the Company’s professional and related consulting services business, which constituted substantially all of the Company’s operations, was conducted through McorpCX LLC, the sale of McorpCX LLC represented a strategic shift that had a major effect on the Company’s operations and financial results.

The Company received stockholder approval of the Purchase Agreement during a special meeting held on June 29, 2020, and the transaction closed on August 3, 2020.

As consideration for the sale of McorpCX LLC, the Company received a total of $352,000 in cash consisting of $100,000 received upon the signing of the Purchase Agreement and $252,000 received at the closing of the transaction along with a $756,000 promissory note. The promissory note has an initial annual interest rate of 0.99% (to be recalculated at the end of each twelve-month period subsequent to the date of the note based on the annual Applicable Federal Rate for mid-term loans on the first business day following each such twelve month period) accruing daily on the outstanding balance of the note, and monthly principal payments are to be payable to the Company over a term of four or more years. Monthly principal payments to the Company are initially $7,292 per month for the first twelve months following the date of the note, and then during each subsequent twelve-month period are to be based on a percentage of the annual revenues of McorpCX LLC.  The note is secured by the Purchaser’s ownership interest in McorpCX LLC.  On June 11, 2021, the Company and the Purchaser entered into an amendment to the promissory note whereby the Purchaser agreed to pay the Company One Hundred Thousand Dollars ($100,000) on or before July 1, 2021 to be applied towards the outstanding principal amount of the promissory note and then going forward to pay the remaining principal amount in installments of Twenty Thousand Dollars ($20,000) each due on the first day of each month commencing on August 1, 2021 until the principal amount is paid in full, with the final payment being the remaining unpaid outstanding balance due at that time. The amendment to the promissory note also provides that the promissory note will be considered paid in full if any of the following occurs: (i) the Purchaser pays at least 90% of the outstanding balance due (principal and interest) under the promissory note by December 31, 2021; (ii) the Purchaser pays at least 95% of the outstanding balance due under the promissory note by June 30, 2022; and (iii) the Purchaser pays at least 97.5% of the outstanding balance due (principal and interest) under the promissory note by December 31, 2022. The Company has received the initial $100,000 payment and the first $20,000 payment as of the date of this report.

Management determined that the completion of the sale of McorpCX LLC meets the criteria for the presentation of the operations of McorpCX LLC as discontinued operations as of August 3, 2020 since it represents a strategic shift in the Company’s business and accordingly, the results of the McorpCX, LLC are presented as discontinued operations in the Company’s Consolidated Statements of Operations beginning in the third quarter of 2020, and thus excluded from continuing operations for all periods presented. In addition, the related assets and liabilities of McorpCX, LLC are classified as discontinued operations on the Company’s Consolidated Balance Sheets for all periods presented prior to the disposal.

Subsequent to the sale of McorpCX, LLC, the Company is now focusing on growing the Company’s technology solutions business. 

The following table summarizes the major line items for McorpCX, LLC that are included in the income from discontinued operations line item, for the three and six months ended June 30, 2021 and 2020, respectively, in the Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue, net	$	-	$	926,184	$	-	$	1,595,976
Cost of goods sold		-		332,519		-		591,862
Gross profit		-		593,665		-		1,004,114
Expenses		-		426,744		-		840,052
Net operating income		-		166,921		-		164,062
Other income		-		2,557		-		7,557
Income from discontinued operations		-		169,478		-		171,619
Income from discontinued operations	$	-	$	169,478	$	-	$	171,619

There were no assets and liabilities classified as held for sale as of June 30, 2021 or December 31, 2020:

The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows, and include the assets and liabilities of discontinued operations as of the August 3, 2020 date of sale of McorpCX, LLC, which are not reflected in the above table. There were no significant capital expenditures and operating noncash items for any periods presented. There was $869 depreciation and amortization expense for the six months ended June 30, 2020, related to assets held by McorpCX LLC. There was no depreciation and amortization expense for the six months ended June 30, 2021.

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Note 3 - Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Accounting Standards Update and Change in Accounting Principle [Text Block]

Note 3: Recent Accounting Pronouncements

In March 2020, the FASB issued an update (“ASU 2020-04”) establishing Accounting Standards Codification (“ASC”) Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We are currently evaluating the impact of the guidance and our options related to the practical expedients.

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Note 4 - Stock-based Compensation

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

Note 4: Stock-Based Compensation

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

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

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

The following table summarizes our stock option activity for the six months ended June 30, 2021:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		690,000	$	0.23		7.63	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Cancelled		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at June 30, 2021		690,000	$	0.23		7.13		-
Exercisable at June 30, 2021		460,000	$	0.23		7.13	$	-

At June 30, 2021, 460,000 stock options were exercisable and $28,382 of total compensation cost related to share-based compensation grants had been recognized for the six months ended June 30, 2021. Unrecognized compensation expense from stock options was $7,952 at June 30, 2021, which is expected to be recognized over a weighted-average vesting period of 0.13 years beginning July 1, 2021.

There were no options granted during the six months ended June 30, 2021.

A summary of the status of the Company’s nonvested options as of June 30, 2021, is presented below:

Nonvested options

	Number of
	Shares
Nonvested options at December 31, 2020		230,000
Granted		-
Exercised		-
Cancelled		-
Forfeited or expired		-
Vested		-
Nonvested options at June 30, 2021		230,000

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Note 5 - Going Concern

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

Note 5: Going Concern

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

We have had material operating losses and have not yet created positive cash flows for a full fiscal year. These factors raise substantial doubt as to our ability to continue as a going concern.  On August 3, 2020, the Company completed the sale of all of the membership interests in McorpCX, LLC, of which the proceeds of $1,108,000, consisting of $352,000 in cash and a $756,000 promissory note, were applied to transaction costs as well as investment toward becoming a technology solutions business. See Note 2 for details. These measures combined with our positive working capital position are expected to enable us to meet our liquidity needs over the next 12 months. Notwithstanding the foregoing, our ability to continue as a going concern is entirely dependent upon our ability to achieve a level of profitability, and/or to raise additional capital through debt financing and/or through sales of common stock. We cannot provide any assurance that profits from operations, if any, will generate sufficient cash flow to meet our working capital needs and service our existing obligations, 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.

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Note 6 - Basic and Diluted Net Income / (Loss) Per Share

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 6: Basic and Diluted Net Income / (Loss) per Share

Net income (loss) per share was computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the three and six months ended June 30, 2021 and 2020, the assumed exercise of share options is anti-dilutive and are excluded from the determination of net income (loss) per share – basic and diluted. The share options were anti-dilutive due to the Company’s net loss or the Company’s common stock average market price was less than the share options exercise price. Accordingly, net income/(loss) per share basic and diluted are equal in all periods presented. Securities that were not included in the diluted per share calculations because they would be anti-dilutive were options to purchase common stock of 460,000 and 680,000 for the six months ended June 30, 2021 and 2020, respectively.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Net loss from continuing operations	$	(41,927	)	$	(205,114	)	$	(109,320	)	$	(373,106	)
Net income from discontinued operations, excluding gain	$	-		$	169,478		$	-		$	171,619
Net loss	$	(41,927	)	$	(35,636	)	$	(109,320	)	$	(201,487	)
Basic and diluted weighted average common shares outstanding		20,426,158			20,426,158			20,426,158			20,426,158
Net loss from continuing operations per share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Net income from discontinued operations per share, basic and diluted	$	-		$	0.01		$	-		$	0.01
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

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Note 2 - Sale of McorpCX, LLC (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue, net	$	-	$	926,184	$	-	$	1,595,976
Cost of goods sold		-		332,519		-		591,862
Gross profit		-		593,665		-		1,004,114
Expenses		-		426,744		-		840,052
Net operating income		-		166,921		-		164,062
Other income		-		2,557		-		7,557
Income from discontinued operations		-		169,478		-		171,619
Income from discontinued operations	$	-	$	169,478	$	-	$	171,619

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Note 4 - Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Share-based Payment Arrangement, Activity [Table Text Block]

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		690,000	$	0.23		7.63	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Cancelled		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at June 30, 2021		690,000	$	0.23		7.13		-
Exercisable at June 30, 2021		460,000	$	0.23		7.13	$	-

Schedule of Nonvested Share Activity [Table Text Block]

	Number of
	Shares
Nonvested options at December 31, 2020		230,000
Granted		-
Exercised		-
Cancelled		-
Forfeited or expired		-
Vested		-
Nonvested options at June 30, 2021		230,000

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Note 6 - Basic and Diluted Net Income / (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Net loss from continuing operations	$	(41,927	)	$	(205,114	)	$	(109,320	)	$	(373,106	)
Net income from discontinued operations, excluding gain	$	-		$	169,478		$	-		$	171,619
Net loss	$	(41,927	)	$	(35,636	)	$	(109,320	)	$	(201,487	)
Basic and diluted weighted average common shares outstanding		20,426,158			20,426,158			20,426,158			20,426,158
Net loss from continuing operations per share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Net income from discontinued operations per share, basic and diluted	$	-		$	0.01		$	-		$	0.01
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

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Note 2 - Sale of McorpCX, LLC (Details Textual) - USD ($)				1 Months Ended		4 Months Ended	6 Months Ended
	Jun. 11, 2021	Aug. 03, 2020	Apr. 15, 2020	Aug. 17, 2021	Jul. 01, 2021	Aug. 03, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
McorpCX LLC [Member] | Discontinued Operations, Disposed of by Sale [Member]
Proceeds from Divestiture of Interest in Consolidated Subsidiaries		$ 252,000	$ 100,000			$ 352,000
Financing Receivable, after Allowance for Credit Loss, Total		$ 756,000				$ 756,000
Notes Receivable Interest Rate			0.99%
Note Receivable, Term (Year)			4 years
Notes Receivable, Monthly Principal Payments to be Received	$ 20,000		$ 7,292
Disposal Group, Including Discontinued Operation, Assets, Total							$ 0		$ 0
Disposal Group, Including Discontinued Operation, Liabilities, Total							0		$ 0
Disposal Group, Including Discontinued Operation, Depreciation and Amortization							$ 0	$ 869
McorpCX LLC [Member] | Discontinued Operations, Disposed of by Sale [Member] | Paid by December 31, 2021 [Member]
Notes Receivable, Percentage of Outstanding Balance Paid to be Considered Paid in Full	90.00%
McorpCX LLC [Member] | Discontinued Operations, Disposed of by Sale [Member] | Paid by June 30, 2022 [Member]
Notes Receivable, Percentage of Outstanding Balance Paid to be Considered Paid in Full	95.00%
McorpCX LLC [Member] | Discontinued Operations, Disposed of by Sale [Member] | Paid by December 31, 2022 [Member]
Notes Receivable, Percentage of Outstanding Balance Paid to be Considered Paid in Full	97.50%
McorpCX LLC [Member] | Discontinued Operations, Disposed of by Sale [Member] | Subsequent Event [Member]
Proceeds from Collection of Notes Receivable				$ 20,000	$ 100,000
President [Member]
Ownership In Shares (in shares)			5,200,000
Ownership Percentage			25.00%

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Note 2 - Sale of McorpCX, LLC - Discontinued Operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income from discontinued operations	$ 0	$ 169,478	$ 0	$ 171,619
McorpCX LLC [Member] | Discontinued Operations, Disposed of by Sale [Member]
Revenue, net	0	926,184	0	1,595,976
Cost of goods sold	0	332,519	0	591,862
Gross profit	0	593,665	0	1,004,114
Expenses	0	426,744	0	840,052
Net operating income	0	166,921	0	164,062
Other income	0	2,557	0	7,557
Income from discontinued operations	$ 0	$ 169,478	$ 0	$ 171,619

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Note 4 - Stock-based Compensation (Details Textual) - USD ($)			6 Months Ended	12 Months Ended
	Jul. 01, 2021	Aug. 10, 2016	Jun. 30, 2021	Dec. 31, 2008
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum		10.00%		30.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)				2,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares)			460,000
Share-based Payment Arrangement, Expense			$ 28,382
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount			$ 7,952
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)			0
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)		10 years
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	1 month 17 days

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Note 4 - Stock-based Compensation - Stock Option Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Options outstanding, balance (in shares)	690,000
Weighted average exercise price, outstanding balance (in dollars per share)	$ 0.23
Weighted average remaining contractual term, outstanding balance (Year)	7 years 1 month 17 days	7 years 7 months 17 days
Aggregate intrinsic value, outstanding balance	$ 0
Options granted (in shares)	0
Weighted average exercise price, options granted (in dollars per share)	$ 0
Options exercised (in shares)	0
Weighted average exercise price, options exercised (in dollars per share)	$ 0
Options cancelled (in shares)	0
Weighted average exercise price, options cancelled (in dollars per share)	$ 0
Options forfeited or expired (in shares)	0
Weighted average exercise price, options forfeited or expired (in dollars per share)	$ 0
Options outstanding, balance (in shares)	690,000	690,000
Weighted average exercise price, outstanding balance (in dollars per share)	$ 0.23	$ 0.23
Options exercisable (in shares)	460,000
Weighted average exercise price, options exercisable (in dollars per share)	$ 0.23
Weighted average remaining contractual term, options exercisable (Year)	7 years 1 month 17 days
Aggregate intrinsic value, options exercisable	$ 0

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Note 4 - Stock-based Compensation - Nonvested Options (Details)	6 Months Ended
	Jun. 30, 2021 shares
Nonvested options (in shares)	230,000
Granted (in shares)	0
Vested (in shares)	0
Nonvested options (in shares)	230,000

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Note 5 - Going Concern (Details Textual) - McorpCX [Member] - Discontinued Operations, Disposed of by Sale [Member]	4 Months Ended
	Aug. 03, 2020 USD ($)
Proceeds from Sale of Intangible Assets	$ 1,108,000
Proceeds from Divestiture of Interest in Consolidated Subsidiaries	352,000
Financing Receivable, after Allowance for Credit Loss, Total	$ 756,000

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Note 6 - Basic and Diluted Net Income / (Loss) Per Share (Details Textual) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	460,000	680,000

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Note 6 - Basic and Diluted Net Income / (Loss) Per Share - Computations for Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Net loss from continuing operations	$ (41,927)		$ (205,114)		$ (109,320)	$ (373,106)
Net income from discontinued operations, excluding gain	0		169,478		0	171,619
Net loss	$ (41,927)	$ (67,393)	$ (35,636)	$ (165,851)	$ (109,320)	$ (201,487)
Basic and diluted weighted average common shares outstanding (in shares)	20,426,158		20,426,158		20,426,158	20,426,158
Net loss from continuing operations per share, basic and diluted (in dollars per share)	$ (0.00)		$ (0.01)		$ (0.01)	$ (0.02)
Net income from discontinued operations per share, basic and diluted (in dollars per share)	0		0.01		0	0.01
Net loss per share, basic and diluted (in dollars per share)	$ (0.00)		$ (0.00)		$ (0.01)	$ (0.01)