Attached files

file filename
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - McorpCX, Inc.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - McorpCX, Inc.exh31-1.htm
EX-10.25 - STATEMENT OF WORK WITH MICROSOFT CORPORATION DATED DECEMBER 31, 2014 - McorpCX, Inc.exh10-25.htm
EX-10.24 - ADDENDUM TO JUNE 12, 2014 STATEMENT OF WORK WITH LULULEMON ATHLETICA CANADA INC. DATED OCTOBER 10, 2014 - McorpCX, Inc.exh10-24.htm
EXCEL - IDEA: XBRL DOCUMENT - McorpCX, Inc.Financial_Report.xls



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014
 
OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:   000-54918

TOUCHPOINT METRICS, INC.
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation or organization)

201 Spear Street, Suite 1100
San Francisco, CA   94105
(Address of principal executive offices, including zip code)

(415) 526-2655
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:
NONE
COMMON STOCK

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES [   ]   NO [X]

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES [X]   NO [   ]

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 past 90 days.   YES [X]   NO [   ]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [   ]

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

Large Accelerated Filer
[   ]
Accelerated Filer
[   ]
Non-accelerated Filer (Do not check if a smaller reporting company)
[   ]
Smaller Reporting Company
[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [   ]   NO [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2014: $0.19.

At March 22, 2015, 16,081,158 shares of the registrant's common stock were outstanding.
 



 

TABLE OF CONTENTS

 
Page
   
   
     
Business.
4
Risk Factors.
7
Unresolved Staff Comments.
8
Properties.
8
Legal Proceedings.
8
Mine Safety Disclosure.
8
     
   
     
Market for Our Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
8
Selected Financial Data.
10
Management's Discussion and Analysis of Financial Condition and Results of
Operation.
10
Quantitative and Qualitative Disclosures About Market Risk.
18
Financial Statements and Supplementary Data.
18
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
34
Controls and Procedures.
34
Other Information.
35
     
   
     
Directors, Executive Officers and Corporate Governance.
35
Executive Compensation.
39
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
41
Certain Relationships and Related Transactions, and Director Independence.
42
Principal Accountant Fees and Services.
43
     
   
     
Exhibits and Financial Statement Schedules.
44
     
46
   
47




- 2 -

 


CAUTIONARY STATEMENT

In this report, the terms "Touchpoint Metrics Inc.," "Touchpoint Metrics," "MCorp" "McorpCX" "Company," "we," "us" and "our" refer to Touchpoint Metrics Inc.

All statements included or incorporated by reference in this report, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words, and include, but are not limited to, statements regarding projected results of operations, management's future strategic plans, market acceptance and performance of our products, our ability to pay interest and principal when due on our notes, our ability to retain and hire key executives, sales and technical personnel and other employees in the numbers, with the capabilities, and at the compensation levels needed to implement our business and product plans, the competitive nature of and anticipated growth in our markets, ability to find suitable acquisitions on favorable terms, if at all, our accounting estimates, and our assumptions and judgments. These forward looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that are difficult to predict and that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to, our business model; our ability to develop or acquire and gain market acceptance for new products and enhancements to existing products in a cost-effective and timely manner; competitive pressures and other similar factors such as the availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; our ability to expand or contract operations, manage expenses and grow profitability; the rate at which our present and future customers adopt our existing and future products and services; fluctuations in our operating results including our revenue mix and our rate of growth; the risk that our anticipated investments in partner relationships and additional employees will not achieve expected results; our ability to manage and expand our anticipated partner relationships; interruptions or delays in our hosting operations; general economic conditions; breaches of our security measures; our ability to protect our intellectual property from infringement, and to avoid infringing on the intellectual property rights of third parties; any unanticipated ambiguities in fair value accounting standards; fluctuations in our operating results from the impact of stock-based compensation expense; our ability to hire, retain and motivate our employees and manage our growth;; the impact of potential future acquisitions, if any, including our ability to successfully integrate the products and people that we acquire through acquisitions; and various other factors. These forward-looking statements speak only as of the date of this report. We undertake no obligation to revise or update publicly any forward-looking statement for any reason, except as otherwise required by law.





- 3 -

 


PART I

ITEM 1.     BUSINESS.

General

Touchpoint Metrics, Inc. ("we," "us," "our," the "Company" or "Touchpoint Metrics") was incorporated in the State of California on December 14, 2001. We are a customer experience (CX) management solutions company dedicated to helping organizations improve customer experiences, increase customer loyalty, reduce costs and increase revenue.  On March 23rd 2015, we announced that we will begin doing business under the DBA McorpCX, combining our CX products and services offerings under a single go-to-market brand.

We believe that delivering better customer experiences is a powerful, sustainable way for any organization to differentiate from their competition.  We are engaged in the business of developing and delivering technology-enabled products - such as Touchpoint Mapping®, an on-demand ("cloud based") suite of customer experience management software - and value-added professional services that help large, medium and small organizations to do this by improving their customer listening and customer experience management capabilities. Our technology enables an organization's personnel to leverage a common application to see where and how to improve their customers' experiences across multiple channels and touchpoints, including web, sales, marketing, contact center, social, mobile, physical locations and others.

Our value-added and professional services helps primarily large and medium organizations plan, design and deliver better customer experiences and organize to do so, in addition to analysis and review of client data gathered through our application. Other services include customer experience training, strategy consulting and business process optimization, and are directed toward increasing our customers' adoption of our products and services, helping maximize their return on investment, and improving our customers' efficiency.

We maintain our primary business address at 201 Spear Street, Suite 1100, San Francisco, CA 94105. Our telephone number is (855) 938-8100.  Our registered agent for service of process is National Registered Agents, Inc.  Our web address is http://www.touchpointmetrics.com. The inclusion of our internet address in this report does not include or incorporate by reference into this report any information contained on, or accessible through, our website. Our annual reports on Form 10-K, quarterly reports on Form 10-Q,current reports on Form 8-K, amendments to those reports and other Securities and Exchange Commission, or SEC, filings are available free of charge through our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Our common stock trades on OTC Bulletin Board under the symbol TPOI.

Products and Services

Customer experience (CX) is defined as the sum of all experiences a customer has with a company, its goods and its services, across various touchpoints and over the duration of their relationship with that company. Customer experience management is a series of disciplines, methodologies and processes used to comprehensively understand, plan, measure and manage a customer's experiences, with the goal of improving customer perceptions. A majority of corporate executives have said that customer experience management is an important part of their organization's strategic agenda, and that it is critical to their future success.  While there are multiple reasons for this, among the most widely recognized is the ability of an improved customer experience to help an organization increase customer loyalty, better compete in otherwise commoditized businesses, and drive greater revenue.

While the customer experience management ecosystem is broad and complex, our software solutions are primarily focused on the needs of large, medium and small organizations interested in voice-of-the-customer insights, and a straightforward way to measure and improve customer experience over time. By gathering and analyzing customer experience data, our solutions help companies better understand both the positive and negative customer perceptions of customer experience and the specific interactions that drive these perceptions. Our value-added and professional services help primarily large and medium organizations interpret and take action on customer data, including the ability to plan, design and deliver better customer experiences and organize to do so, consistently and over time.
 
 
 
- 4 -

Touchpoint Mapping® On-Demand

Our current software product is called Touchpoint Mapping® On-Demand. Pricing of Touchpoint Mapping On-Demand varies based on breadth of insights sought, number of employees, number of customers and customer segments, frequency of insights gathered and other variables.

Touchpoint Mapping On-Demand is a research-based software solution designed to improve customer and employee experience, brand, and loyalty. It is meant to be a comprehensive customer experience solution for customer-centric organizations to measure and gather customer data across all their touchpoints, channels and interactions with their customers. Data is analyzed and can be displayed across multiple axes including customer segments, location, time and many other variables of interest to personnel within an organization.

Our software solution gives companies the ability to pinpoint which specific touchpoints are meeting customer wants and needs and which are not, by measuring the gap between customer expectations and the actual customer experience they receive. In addition to customer data, we can collect data from an organizations employees to identify any gaps between customer and employee perceptions of experience, and can collect data from prospective and competitors' customers to provide insight on the competitive market. Our solution also provides companies with the ability to coordinate disparate resources across the organization to develop, execute and manage their brand and customer experience strategies.

Touchpoint Mapping On-Demand is delivered through a cloud-based platform. The platform, accessible from our client portal, provides access to survey deployment, gives the ability to manage customer data and facilitates access to customer-driven business intelligence (BI) by displaying data in a series of online dashboards.  Touchpoint Mapping On-Demand includes and integrates three primary measurement areas, including customer experience, brand and loyalty, which are delivered through our cloud platform as illustrated below.



Customer Experience Mapping

Customer Experience Mapping measures customer experience in three areas. The first is the degree to which individual customer interactions or touchpoints meet customer wants. The second is a measure of the overall and most recent customer experiences. And the third is a measure of the customer experience across different stages of the customer relationships lifecycle.

Brand Mapping

Brand Mapping measure brand perceptions in four areas. The first is area the degree to which the brand meets the emotional needs of customers. The second is overall awareness of an organization in the competitive market. The third is how an organization is perceived by customers in the context of its competitors. And the fourth is the degree to which brand drives engagement with an organization.
- 5 -

 


Loyalty Mapping®

Loyalty Mapping measures customer loyalty in four areas.  The first area is through a loyalty-based customer segmentation model, segmenting customers into four groups based on degree of loyalty. The second is through loyalty metrics, such as CSAT and NPS®, or other loyalty metrics an organization may wish to assess. The third area is the measurement of loyalty drivers, which can include brand, individual touchpoints and other areas such as channel or overall experience. The last area is the measurement of dissatisfiers, which are aspects of the brand and the experience responsible for creating customer dissatisfaction.

Professional Services

Customer experience consulting services are offered primarily through our consulting services group, MCorp, which is a dba of the Company. MCorp services include customer experience management consulting in the areas of strategy development, planning, education, training and best practices, and includes the articulation of customer-centric strategies and implementation roadmaps in support of these strategies.  Our software-enabled services leverage the analytical frameworks of, and in most cases the data gathered through, Touchpoint Mapping On-Demand®, with a particular focus on analytical solutions in support of customer experience improvement.

We expect that our Client Services Managers will work to drive product adoption and value by working with Touchpoint Mapping On-Demand customers over time to identify key performance indicators as measured by our software, leverage best practices, and improve customer experience, brand and customer loyalty. We offer value-added and professional services that include custom data analysis, roadmap development, implementation planning and customer experience training, among other services.

Our Strategy

Since our founding, we have been focused on customer experience improvement. The methodologies we developed and delivered as a professional services firm since that time form the foundation for our software and software enabled services today, as well as continuing to inform the delivery of our value added and professional services. After making a decision to focus on the development of on-demand and software-enabled solutions which automated significant aspects of our business, we released the initial version of our cloud-based software, Touchpoint Mapping On-Demand, to a broader market in 2013. While professional services continue to represent a majority of our revenue, we anticipate that they will continue to migrate to a secondary – though strategically critical - focus of the company. Our belief is that a combination of growing market demand for customer experience management solutions and increasing market adoption of on-demand, cloud-based software will help to pave the way for future growth of our company through a distributed, cloud-based technology solution delivered through direct sales as well as indirect sales through a planned global partner and reseller distribution channel.

Our ability to achieve our objectives will stem in large part from our ability to successfully commercialize Touchpoint Mapping® On-Demand, the licensing and adoption of our systems and methodologies, and the development of direct and indirect sales and distribution channels through which we can distribute our products and services.

Competition

The market for customer experience management solutions is highly competitive and increasingly fragmented. It is subject to rapidly changing technology, shifting organizational priorities and requirements, frequent introductions of new products and services, and increased marketing activities of other industry participants.

Multiple competitors exist in the overlapping areas of on-demand and traditional marketing research, customer relationship management (CRM) software, management consulting and customer experience management consulting. For example, many CRM software companies are beginning to include customer experience-specific insights as adjunct capabilities to their existing platforms, and others have rebranded their existing CRM software or customer satisfaction research software as customer experience software, which has the potential to create unforeseen competitive barriers and market confusion.
- 6 -

 


Many of our current and potential competitors have a larger market presence, greater name recognition, access to more potential customers and substantially greater financial, technical, sales and marketing, management, support and other resources than we have. As a result, many of our competitors are likely able to respond more quickly than we can to new or changing opportunities and technologies, and may devote greater resources to the marketing, promotion and sale of their products than we can.

Given the growth of customer experience management as a business discipline and on-demand software as a way for companies to better understand and manage customer experiences across their business, there are likely many competitors we have not identified. Additionally, we expect that new competitors will continue to enter the customer experience management and on demand customer experience software markets with competing products and services as the market continues to rapidly develop and mature. It is possible if not likely that these new competitors could rapidly acquire significant market share.

There are many potential unforeseen and significant market and competitive risks associated with launching any new product in any market. It is our expectation that numerous unforeseen challenges will be encountered as we continue to develop, market, distribute and sell our products and services. We cannot assure you that 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.

Insurance

We maintain health, workmen's compensation, general liability, commercial auto, and professional liability/E&O insurance policies.

Employees

We currently have six full-time employees and thirteen independent contractors.  We intend to hire more employees and independent contractors on an as-needed basis.

Offices

We have three business addresses. Our primary business address is located at 201 Spear Street, Suite 1100, San Francisco, CA 94105.  Our additional addresses include a business office in San Anselmo, California located at 251 Sir Francis Drake Boulevard, 94960.  We lease the aforementioned from the Four Kays, 2 Magnolia Avenue, San Anselmo, CA 94960 pursuant to a 36-month lease entered into on August 15, 2010 and extended on February 26, 2013 through August 31, 2016. Our monthly rental was $1,840 until August 31, 2013, $2,044 per month through August 31, 2014, and $2,095.10 through December 31, 2014.

Our office in Charlotte, North Carolina is located at 15720 John J. Delaney Dr., Suite 300, 28277. We lease the San Francisco and Charlotte spaces from DaVinci Virtual LLC, 2150 South 1300 East, Suite 200, Salt Lake City UT 84106 pursuant to a commercial lease on a month to month basis.  Our monthly rental is $199.00 for our San Francisco location and $95.00 per month for our Charlotte, North Carolina location.

Government Regulation

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses.


ITEM 1A.  RISK FACTORS

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

- 7 -

 


ITEM 1B.  UNRESOLVED STAFF COMMENTS.

None.


ITEM 2.     PROPERTIES.

Our corporate headquarters are in a leased space located in San Francisco, California. The Company also leases office space in San Anselmo, California and Charlotte, North Carolina. We lease the San Anselmo office pursuant to a 36-month lease entered into on August 15, 2010 and extended on February 26, 2013 through August 31, 2016. Our monthly rental was $1,840 until August 31, 2013, $2,044 per month through August 31, 2014, and $2,095.10 through December 31, 2014.

We lease the San Francisco and Charlotte spaces pursuant to a commercial lease on a month to month basis. Our total monthly rental for the two locations is $294.00.

In 2007, we completed the purchase of an undeveloped tract of real property located in the unincorporated area of Blue Lakes, County of Lake, California. The real property contains five acres of land.  It has no fixtures or improvements located thereon. The purchase price was $85,000 and it is carried on our books for this amount, and is included in the long term assets classification of our balance sheet as "Property and equipment, net."  The real property is not used by us for our operations.  It is currently unencumbered, unoccupied, remains undeveloped and unimproved, and has no associated carrying costs.
We believe that our existing facilities and offices are adequate to meet our current requirements. If we require additional space, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.


ITEM 3.     LEGAL PROCEEDINGS. 

We are not presently a party to any litigation.


ITEM 4.     MINE SAFETY DISCLOSURES. 

None.


PART II

ITEM 5.     MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our shares are traded on the Bulletin Board operated by the Financial Industry Regulatory Authority under the symbol "TPOI".  FINRA cleared Pennaluna & Company for an unpriced quotation on February 13, 2013.  A summary of trading by quarter for 2014 and 2013 is as follows:

Fiscal Year – 2014
High Bid
Low Bid
 
 
 
 
Fourth Quarter:  10/01/14 to 12/31/14
$0.40
$0.15
 
Third Quarter:  07/01/14 to 09/30/14
$0.30
$0.12
 
Second Quarter:  04/01/14 to 06/30/14
$0.43
$0.19
 
First Quarter:  01/01/14 to 03/31/14
$0.50
$0.43
- 8 -

 


Fiscal Year – 2013
High Bid
Low Bid
 
 
 
 
Fourth Quarter:  10/01/13 to 12/31/13
$1.24
$0.35
 
Third Quarter:  07/01/13 to 09/30/13
$1.25
$0.40
 
Second Quarter:  04/01/13 to 06/30/13
$5.00
$0.10
 
First Quarter:  01/01/13 to 03/31/13
$0.10
$0.10

Holders

There are 98 holders of record for our common stock.  There are a total of 16,081,158 shares of common stock outstanding.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers' duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers' rights and remedies in cases of fraud in penny stock transactions; and, FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities Authorized for Issuance Under Equity Compensation Plans

     
Number of securities
 
Number of securities to
Weighted-average
remaining available for
 
be issued upon exercise
exercise price of
future issuance under
 
of outstanding options,
outstanding options,
equity compensation plans
 
warrants and rights
warrants and rights
(excluding securities
Plan category
(a)
(b)
in column (a)) (c)
       
Equity compensation plans
approved by security holders
760,000
$0.40
1,740,000
Equity compensation plans
not approved by securities holders
None
None
None
       
Total
760,000
$0.40
1,740,000
- 9 -

 


Common Stock
 
Our authorized capital stock consists of 30,000,000 shares of common stock, no par value per share. The holders of our common stock:
 
*
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
*
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
*
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this public offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of California for a more complete description of the rights and liabilities of holders of our securities.  All material terms of our common stock have been addressed in this section.

Outstanding Stock Options

For 2013, we granted two stock option awards, the first to Lynn Davison, which provides Ms. Davison with an option to acquire up to 300,000 shares of common stock at an exercise price of $0.40 per share over a graded vesting schedule; the second to Yann Sauvignon, which provided Mr. Sauvignon the option to acquire up to 80,000 shares of common stock at an exercise price of $0.50 per share with one-fifth of the shares vesting every six months commencing March 31, 2013.  Mr. Sauvignon's shares were forfeited on November 13, 2014 and as such, are no longer outstanding.


ITEM 6.     SELECTED FINANCIAL DATA.

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


ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

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-K. 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.


- 10 -

 


Overview

We are a customer experience (CX) management solutions company providing Touchpoint Mapping®, an on-demand ("cloud based") suite of customer experience software, as well as professional and related services designed to help organizations improve customer experiences, increase customer loyalty, reduce costs and increase revenue.

We believe that delivering better customer experiences is a powerful, sustainable way for any organization to differentiate from their competition.  We are engaged in the business of developing and delivering technology-enabled products and professional services that help large, medium and small organizations to do this by improving their customer listening and customer experience management capabilities.

Our product, Touchpoint Mapping® On-Demand, is a research-based software solution designed to be a comprehensive customer experience solution for customer-centric organizations to measure and gather customer data across all their touchpoints, channels and interactions with their customers. It enables an organization's personnel to leverage a common application to see where and how to improve brand and customer loyalty, and their customers' experiences across multiple channels and touchpoints, including web, sales, marketing, contact center, social, mobile, physical locations and others.

Our value-added and professional services helps primarily large and medium organizations plan, design and deliver better customer experiences and organize to do so, in addition to analysis and review of client data gathered through our application. Other services include customer experience training, strategy consulting and business process optimization, and are directed toward increasing our customers' adoption of our products and services, helping maximize their return on investment, and improving our customers' efficiency.

Development of our software is ongoing, as Touchpoint Mapping On-Demand is refined and improved based on customer feedback, and as it is customized for specific organizations and industry sectors. The services delivered with Touchpoint Mapping On-Demand may include consulting and additional research services, as well as services such as assessment, integration, implementation and additional offline analysis and reporting of data. Customer experience consulting and professional services are offered primarily through our consulting services group, MCorp, which is a dba of the Company.

Though we released Touchpoint Mapping On-Demand in 2013, we cannot predict the timing or probability of generating material sales revenue from it.  As of this filing, we have yet to engage the necessary sales and marketing staff or the capabilities required to capabilities to identify, develop, and close material product sales opportunities, and currently lack sufficient resources to market and sell our products in the manner which we believe is required to achieve our product sales and revenue growth objectives.

Sources of Revenue

Our revenue consisted primarily of professional and software-enabled consulting services, product sales and other revenues in 2014 and 2013. Consulting services include customer experience management consulting in the areas of strategy development, planning, education, training and program design, and includes the articulation of customer-centric strategies and implementation roadmaps in support of these strategies. Product revenue is from productized and software-enabled service sales not elsewhere classified, while other revenue includes reimbursement of related travel costs and out-of-pocket expenses.

While our plan of operations is based on migrating the majority of our service revenue from these categories to recurring SaaS subscription fees, we anticipate that fees for professional and software-enabled consulting services will remain a significant revenue source in the near future. As of December 31, 2014, we have successfully delivered certain features and functionality of our software product, Touchpoint Mapping On-Demand, to several clients. However, we have not obtained material stand-alone sales commitments for Touchpoint Mapping On-Demand, and do not anticipate being able to do so until we engage the necessary sales and marketing staff to develop and execute product sales opportunities.
- 11 -

 


Should we successfully obtain material sales commitments for Touchpoint Mapping On-Demand, we anticipate that subscription agreements and related professional services associated with delivering our software solutions will become a source of significant revenue. Subscriptions and associated professional services pricing are based on our gross margin objectives, growth strategies and the specific needs of our clients' organizations, measured primarily by the following metrics: breadth of insights sought, number of employees, number of customers and customer segments, frequency of insights gathered, and other variables.

Subscription agreements for our software solutions are offered as monthly term agreements which contain a minimum commitment period of at least 12 months, and which include related setup, upgrades, hosting and support. Professional services include consulting fees related to implementation, customization, configuration, training and other value added services.

Based on data gathered during the implementation stage of on-demand software and software-enabled services engagements, we believe that the average time it will take our clients from placing an order to live deployment of our products is between 30 and 45 days. We typically invoice clients upon inception of subscription agreements for setup and total subscription fees contracted over the term of the agreements, with payment due within 30 days.

Professional services related to the subscription agreements are invoiced at the inception of the professional services agreement at one-third or fifty percent of total fees, with the balance of payments due over the duration of the contract as project milestones are met. Amounts invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether revenue recognition criteria have been met.

Cost of Revenue and Operating Expenses

Our costs of revenue and operating expenses are detailed at the sub-category level in our Income Statements. And while the financial results for these categories are further explained in the Results of Operations section below, a general description of these categories follows:

Cost of Goods Sold

Cost of goods sold consists primarily of expenses directly related to providing professional and consulting services. Those expenses include contract labor, third-party services, and materials and travel expenses related to providing professional services to our clients.  As certain features of Touchpoint Mapping® On-Demand were made available for general release in 2014, costs of goods also included product-related hosting and monitoring costs, licenses for products embedded in the application, amortization of capitalized software development costs, related sales commissions, service support, account management and subscriptions, as applicable.

Should our client base grow, we intend to continue to invest additional resources in our hosting, technical support and professional services capabilities, as well as our utilization of third-party licensed software. We expect our professional services costs to increase in absolute dollars as we increase our overall revenue, but expect that professional services as a percentage of total revenue will decrease as we continue to shift our business towards sales of on-demand software solutions and software-enabled services. Because cost as a percentage of revenue is higher for professional services revenue than for software product sales revenue, a decrease in professional services as a percentage of total revenue will likely increase gross profit as a percentage of total revenue.

General and Administrative Expenses

General and administrative expenses consist primarily of salary and related expenses for management, client delivery, finance and accounting, and sales personnel. Expenses also include contract services, marketing and promotion, professional fees, software license fee expenses, administrative costs, insurance, rent and a portion of travel expenses and other overhead.

- 12 -

 


Sales and marketing expenses are currently reflected in salaries and wages, commissions, contract labor, marketing and promotion, and other related overhead expense categories. Since we will be recognizing revenue over the terms of the subscriptions or professional services engagements, we expect to experience a delay between increases in selling and marketing expenses and the recognition of revenue. We expect to continue to incur significant sales and marketing expenses in both absolute dollars and as a percentage of expenses as we hire sales and additional marketing personnel and increase the level of marketing activities.

We expect that total general and administrative expenses will increase as we continue to add personnel in connection with the growth of our business. In addition to increases in sales and marketing and research and development expenses, we anticipate we will also incur additional employee salaries and related expenses, professional service fees and insurance costs related to the growth of our business and operations to meet the requirements of a public company.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles ("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.

Revenue Recognition

We enter into arrangements with multiple-deliverables that generally include nonrefundable setup fees, subscription fees, professional services and consulting fees. We account for multiple-element arrangements by following ASC 605-25, Revenue Recognition: Multiple-Element Arrangements, as amended by Accounting Standards Update (ASU) 2009-13, Multiple-Deliverable Revenue Arrangements.

Under the accounting guidance, in order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. To date, we have concluded that subscription services and the associated nonrefundable setup fees do not have standalone value as such services are not sold separately, while professional services and consulting fees included in multiple-deliverable arrangements executed have standalone value as they are often sold separately and will have value to the customer on a standalone basis.

Under the accounting guidance, when multiple-deliverables included in an arrangement are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. We determine the relative selling price for a deliverable based on its vendor-specific objective evidence of selling price ("VSOE"), if available, third-party evidence ("TPE"), if VSOE is not available; and our best estimate of selling price ("BESP"), if neither VSOE nor TPE is available. Due to the introduction of the new product, and its related services, and due to differences in our service offerings compared to other parties and the lack of availability of relevant third-party pricing information, we have determined that VSOE and TPE are not practical alternatives. Therefore, the company uses BESP to determine selling price of significant deliverables.

We determine BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, the customer demographic and our market strategy. The determination of BESP is made through consultation with and approval by management, taking into consideration our market strategy. As our market strategy evolves, we may modify our pricing practices in the future, which could result in changes in relative selling prices, including BESP.
- 13 -

 


Revenue recognition requires judgment, including whether the arrangement includes multiple elements, and if so, whether VSOE or TPE of fair value exists for those elements. A portion of revenue may be recorded as unearned due to undelivered elements. Changes to the elements in a software arrangement, the ability to identify VSOE, TPE or BSEP for those elements, and the fair value of the respective elements could materially impact the amount of earned and unearned revenue. Judgment is also required to assess whether future releases of certain software represent new products or upgrades and enhancements to existing products. Variations in the actual outcome of these variables could materially impact our financial statements.

Income Taxes

No provision for income taxes at this time is being made due to the offset of cumulative net operating losses.  A full valuation allowance has been established for deferred tax assets based on a "more likely than not" threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carry forward periods provided in the tax law. While the Company's statutory tax rate can range from 15% - 39% depending on taxable income level, the effective tax rate is 0% due to the effects of the valuation allowance described above. The Company does not have any material uncertainties with respect to its provisions for income taxes.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date using a Black-Scholes valuation model and is recognized as expense over the requisite service period. Determining the fair value of stock-based awards at the grant date requires judgment and assumptions, including expected volatility. In addition, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be impacted.

Research and Development Costs

Costs incurred to develop Software as a Service (SaaS) products and technology enabled services consist of external direct costs of materials and services and payroll and payroll-related costs for employees who directly devote time to the project. Research and development costs incurred during the preliminary project stage were expensed as incurred. Capitalization begins when technological feasibility is established. Costs incurred during the operating stage of the software application relating to upgrades and enhancements are capitalized to the extent that they result in the extended life of the product. All other costs are expensed as incurred.  Amortization of software development costs commences when the product is available for general release to customers. The capitalized costs are amortized on a straight line basis over the three year expected useful life of the software. .

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate an asset's carrying value may not be recoverable. If such circumstances are present, we assess the recoverability of the long-lived assets by comparing the carrying value to the undiscounted future cash flows associated with the related assets. If the future net undiscounted cash flows are less than the carrying value of the assets, the assets are considered impaired and an expense, equal to the amount required to reduce the carrying value of the assets to the estimated fair value, is recorded in the statements of operations. Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows.

Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. Impairment charges could materially decrease our future net income and result in lower asset values on our balance sheet.


- 14 -

 


Results of Operations

   
Year Ended
   
Change from
   
Percent Change
 
   
2014
   
2013
   
Prior Year
   
from Prior Year
 
Revenue
 
$
2,056,678
   
$
940,315
   
$
1,116,363
     
118.72
%

Revenues increased for the year ended December 31, 2014 due to increased sales of our consulting and software-enabled services, including delivery of Touchpoint Mapping® On-Demand, to a greater number of business clients.

   
Year Ended
   
Change from
   
Percent Change
 
   
2014
   
2013
   
Prior Year
   
from Prior Year
 
Cost of Goods Sold
 
$
536,606
   
$
344,978
   
$
191,628
     
55.55
%

Cost of goods sold increased during the year ended December 31, 2014 as compared to the same period in 2013.  The increase was primarily due to amortization of software development costs, product-related hosting and monitoring costs, and licenses for products embedded in Touchpoint Mapping On-Demand which began in 2013.

   
Year Ended
   
Change from
   
Percent Change
 
   
2014
   
2013
   
Prior Year
   
from Prior Year
 
Salaries and Wages
 
$
992,281
   
$
703,176
   
$
289,105
     
41.11
%

Salaries and wages increased for the year ended December 31, 2014 as compared to the same period in 2013 due to the addition of marketing and research staff in accordance with our strategic plan.  This increase also resulted from discontinuing the capitalization of certain employee payroll costs during the period as certain features of our product were made available for general release in 2013.

   
Year Ended
   
Change from
   
Percent Change
 
   
2014
   
2013
   
Prior Year
   
from Prior Year
 
Contract Services
 
$
130,104
   
$
117,257
   
$
12,847
     
10.96
%

Contract services increased during the year ended December 31, 2014 as compared to the same period in 2013. The increase was primarily due to a change in payment structure of business development and sales personnel from hourly to a combination of hourly and commission based.  Increases in contracted investor relations and accounting services were partially offset by decreases in contract business development, marketing, sales and contract product development costs incurred during this period.

   
Year Ended
   
Change from
   
Percent Change
 
   
2014
   
2013
   
Prior Year
   
from Prior Year
 
Other general and administrative
 
$
395,849
   
$
397,885
   
$
(2,036
)
   
(0.51
)%

Other general and administrative costs decreased for the year ended December 31, 2014 as compared to the same period in 2013 based on the following:

·
An increase of approximately $20,000 in marketing expenses;
·
A decrease of approximately $58,900 in professional fees as a direct result of the decreased use of legal and advisory services related to the completion of a private placement of common stock that took place in 2013;
·
A decrease of approximately $17,800 in fees related to SEC and SEDAR filings, and monthly insurance premiums;
·
An increase of approximately $20,500 in travel and entertainment expenses associated with service engagements;
·
An increase of approximately $23,000 in computer and software license expenses; and
·
An increase of approximately $11,200 in other miscellaneous charges.
- 15 -

 



   
Year Ended
   
Change from
   
Percent Change
 
   
2014
   
2013
   
Prior Year
   
from Prior Year
 
Other income (expense)
 
$
12,278
   
$
(80,519
)
 
$
92,797
     
115.25
%

Other income (expense) increased $92,797 from the year ended December 31, 2013 to the year ended December 31, 2014.  This increase was primarily due to recording an unrealized gain associated with the revaluation of a promissory note from CAD to USD, and a prior year write off of leasehold improvements with a net book value of approximately $62,900; said improvements which were written off as the lease term of the subject property had been terminated.  In addition, management charged an impairment of approximately $17,500 to an intangible asset based on management's 2013 year end assessment of current value.

Liquidity and Capital Resources

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

   
December 31, 2014
   
December 31, 2013
 
Cash and Cash Equivalents
 
$
649,063
   
$
653,990
 
Working Capital
 
$
640,319
   
$
451,830
 

For the year ended December 31, 2014, we were able to finance our operations, including capital expenditures for infrastructure, product development and marketing activities through operating activities and cash on hand.

In 2013 we were able to finance our operations, including capital expenditures for infrastructure, product development and marketing through operating activities, cash on hand, and additional private sales of common stock.  On July 2, 2013 the Company completed a private placement of 2,948,856 restricted shares of common stock.  Gross proceeds from that private placement totaled $1,032,100.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  As reflected in the consolidated financial statements included in this report, for the year ended December 31, 2014, we had a net income of $3,123, and a net loss of $715,656 for the year ended December 31, 2013.  We have had material operating losses and have not yet created positive cash flows.

These factors raise substantial doubt as to our ability to continue as a going concern.  Our ability to continue as a going concern is entirely dependent upon our ability to achieve a level of profitability, and/or to raise additional capital through debt financing and/or through sales of common stock.  We cannot provide any assurance that profits from operations, if any, will generate sufficient cash flow to meet our working capital needs and service our existing debt, nor that sufficient capital can be raised through debt or equity financing.  The consolidated financial statements do not include adjustments related to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

Anticipated Uses of Cash

In 2014, our primary areas of investment were professional staff to support our services business, as well as staff to support SaaS product delivery and client relationship management. We also invested in product development and sales and marketing activities, including sales and staff, marketing and sales automation software and other related services.

- 16 -

 


In 2015, our primary areas of investment are expected to continue to be professional staff to support our services business, as well as staff to support SaaS product delivery and manage client relationships. We also anticipate investments in product development and sales and marketing activities, including building our sales and marketing staff, marketing and advertising services, and other related activities.  A secondary area of investment may include the hiring of business development staff to support the development of our indirect distribution channels.

We currently plan to fund these planned expenditures with cash flows generated from ongoing operations during this period. We will consider raising capital through debt financing and/or additional sales of common stock if necessary.  We do not intend to pay dividends in the foreseeable future.

Cash Flow for the Years Ended December 31, 2014 and 2013

Operating Activities.  During the year ended December 31, 2014, we reported positive cash flows from operations of $23,134.  This consisted of our net income of $3,123 adjusted by depreciation and amortization of $75,806, stock compensation expense of $47,840, an unrealized gain on foreign currency translation of $13,829, an increase in accounts receivable of $87,362, an increase of $48,002 in other assets, a decrease in accounts payable of $30,624, an increase in deferred revenue of $88,069, and a decrease of $11,877 in accrued interest.

The increase in accounts receivable was primarily due to the timing of invoicing significant clients. At December 31, 2014, three material consulting services invoices were outstanding while one material engagement invoices was outstanding at the beginning of the period.  The decrease in accounts payable was primarily due to a reduced period between the incurring and payment of credit card charges related to business operations.

During the year ended December 31, 2013, we reported negative cash flows from operations of $446,688.  This consisted of our net loss of $715,656 adjusted primarily by a loss on asset disposal of $62,982, depreciation and amortization of $59,072, stock compensation expense of $19,120, impairment of an intangible asset of $17,537, decrease in accounts receivable of $37,269 and an increase in accounts payable of $59,250.

The decrease in accounts receivable was primarily due to the timing of invoicing significant clients. At December 31, 2013, one material consulting services invoice was outstanding while two material engagement invoices were outstanding at the beginning of the period.

The increase in accounts payable was primarily due to entering services agreements with clients whose third-party administrator's payment terms to our contractors was approximately 45 days.  Contractor payables remain recorded in accounts payable until the third-party administrator remits payment.  Payment terms for contractors have historically been 30 days or less.  In addition, increased spending due to a shift towards use of higher-cost contractors for consulting engagements also contributed to the increase in accounts payable.


Days Sales Outstanding (DSO) during the year ended December 31, 2014 was approximately 28 days, down from approximately 29 days during the year ended December 31, 2013.  This was a direct result of entering into services agreements with clients whose payment terms more closely matched our historical 30 days.

Investing Activities. Net cash used in investing activities for the years ended December 31, 2014 and 2013 amounted to $1,811 and $38,421, respectively and primarily consisted of capitalized software development costs.

Financing Activities. Net cash provided by financing activities for years ended December 31, 2014 and 2013 amounted to $0 and $1,032,100, respectively and were primarily related to the sale of our restricted common stock.

Off Balance Sheet Arrangements

We did not have any off balance sheet arrangements as of December 31, 2014.
- 17 -

 


Contractual Obligations

We lease one facility in northern California from Four Kays, under an operating lease that we expect to expire in 2016. We do not have any debt capital lease obligations. As of December 31, 2014, the following table summarizes our contractual obligation under the foregoing lease agreement and the effect such obligation is expected to have on our liquidity and cash flow in future periods:

   
Payments Due by Period
 
   
Total
   
Less Than
1 Year
   
1-3 Years
   
3-5 Years
   
More Than
5 Years
 
Operating lease obligations
 
$
59,315
   
$
35,426
   
$
23,890
   
$
-
   
$
-
 
Purchase obligations
 
$
44,030
   
$
43,842
   
$
188
   
$
-
   
$
-
 

(a)
The operating lease obligations presented reflect future minimum lease payments due under the non-cancelable portions of our operating lease.
(b)
Purchase obligations primarily represent non-cancelable contractual obligations related to SaaS licenses.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TOUCHPOINT METRICS, INC.

INDEX TO THE FINANCIALS

 
Index
   
F-1
   
FINANCIAL STATEMENTS
 
 
F-2
 
F-3
 
F-4
 
F-5
   
F-6



- 18 -

 



To the Board of Directors and Stockholders
Touchpoint Metrics, Inc.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

We have audited the accompanying balance sheets of Touchpoint Metrics, Inc. ("the Company") as of December 31, 2014 and 2013 and the related statements of income, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, at December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

DAVID LEE HILLARY, JR. CPA, CITP

David Lee Hillary, Jr., CPA, CITP
Noblesville, Indiana
March 5, 2014


5797 East 169th Street, Suite 100 Noblesville, IN 46062
317-222-1416
www.HillaryCPAgroup.com






F-1
- 19 -

 


Touchpoint Metrics, Inc.
Balance Sheets


   
December 31,
 
   
2014
   
2013
 
Assets
       
         
Current assets:
       
Cash and cash equivalents
 
$
649,063
   
$
653,990
 
Accounts receivable
   
162,340
     
74,978
 
Accounts receivable-related party
   
-
     
-
 
Total current assets
   
811,403
     
728,968
 
                 
Long term assets:
               
Property and equipment, net
   
91,048
     
91,108
 
Capitalized software development costs, net
   
91,378
     
164,480
 
Website development costs, net
   
26,250
     
-
 
Intangible assets, net
   
42,656
     
43,489
 
Other assets
   
53,955
     
5,953
 
                 
Total assets
 
$
1,116,690
     
1,033,998
 
                 
Liabilities and Shareholders' Equity
               
                 
Liabilities:
               
Accounts payable
 
$
79,492
   
$
110,116
 
Accrued liabilities
   
273
     
-
 
Deferred revenue
   
91,319
     
3,249
 
Other current liabilities, accrued interest
   
1,612
     
13,773
 
Notes payable
   
50,000
     
50,000
 
Notes payable-related party
   
86,171
     
100,000
 
                 
Total liabilities
   
308,867
     
277,138
 
                 
Commitments and contingencies
   
-
     
-
 
                 
Shareholders' equity:
               
Common stock, $0 par value, 30,000,000 shares authorized,
16,081,158 shares issued and outstanding at both
December 31, 2014 and 2013, respectively
   
-
     
-
 
Accumulated deficit
   
(1,858,679
)
   
(1,861,414
)
Additional paid-in capital
   
2,666,502
     
2,618,274
 
                 
Total shareholders' equity
   
807,823
     
756,860
 
                 
Total liabilities and shareholders' equity
 
$
1,116,690
   
$
1,033,998
 


The accompanying notes are an integral part of these statements.

F-2
- 20 -

 


Touchpoint Metrics, Inc.
Statements of Operations


   
Year Ending December 31,
 
   
2014
   
2013
 
Revenue
       
Consulting services
 
$
1,803,997
   
$
902,530
 
Products and other
   
252,681
     
37,785
 
Total revenue
   
2,056,678
     
940,315
 
                 
Cost of goods sold
               
Labor
   
265,473
     
199,444
 
Services
   
-
     
42,754
 
Products and other
   
271,133
     
102,780
 
Total cost of goods sold
   
536,606
     
344,978
 
                 
Gross profit
   
1,520,072
     
595,337
 
                 
Expenses
               
Salaries and wages
   
992,281
     
703,176
 
Contract services
   
130,104
     
117,257
 
Other general and administrative
   
395,849
     
397,885
 
Total expenses
   
1,518,234
     
1,218,318
 
                 
Net operating income / (loss)
   
1,838
     
(622,981
)
                 
Interest expense
   
(10,993
)
   
(12,156
)
                 
Other income (expense)
   
12,278
     
(80,519
)
                 
Income (loss) before income taxes
   
3,123
     
(715,656
)
                 
Income tax provision
   
-
     
-
 
                 
Net income / (loss)
 
$
3,123
   
$
(715,656
)
                 
Net income / (loss) per share-basic and diluted
 
$
0.00
   
$
(0.05
)
                 
Weighted average common shares
     outstanding - basic and diluted
   
16,081,158
     
14,606,730
 






The accompanying notes are an integral part of these statements.

F-3
- 21 -

 


Touchpoint Metrics, Inc.
Statements of Common Shareholders' Equity


   
Common Stock
   
Additional
Paid in
   
Retained
Earnings
(Accumulated
     
   
Shares
   
Amount
   
Capital
   
Deficit)
   
Total
 
                     
Balance, December 31, 2012
   
13,132,302
   
$
-
   
$
1,567,054
   
$
(1,145,758
)
 
$
421,296
 
                                         
Stock based compensation-stock options
   
-
     
-
     
19,120
     
-
     
19,120
 
Common stock issued
   
2,948,856
     
-
     
1,032,100
     
-
     
1,032,100
 
Net loss
   
-
     
-
     
-
     
(715,656
)
   
(715,656
)
Balance, December 31, 2013
   
16,081,158
   
$
-
   
$
2,618,274
   
$
(1,861,414
)
 
$
756,860
 
                                         
Stock based compensation-stock options
   
-
     
-
     
48,228
     
(388
)
   
47,840
 
Common stock issued
   
-
     
-
     
-
     
-
     
-
 
Net income
   
-
     
-
     
-
     
3,123
     
3,123
 
Balance, December 31, 2014
   
16,081,158
   
$
-
   
$
2,666,502
   
$
(1,858,679
)
 
$
807,823
 
















The accompanying notes are an integral part of these statements.

F-4
- 22 -

 


Touchpoint Metrics, Inc.
Statements of Cash Flows

   
December 31,
 
   
2014
   
2013
 
Cash flows from operating activities:
       
         
Net income / (loss)
 
$
3,123
   
$
(715,656
)
Adjustments to reconcile net income to net
  cash provided by operations:
               
    Depreciation and amortization
   
75,806
     
59,072
 
    Stock compensation expense
   
47,840
     
19,120
 
    Loss on disposal of assets
   
-
     
62,982
 
    Impairment of intangible asset
   
-
     
17,537
 
    Unrealized gain on foreign currency translation
   
(13,829
)
   
-
 
  Accounts receivable
   
(86,985
)
   
35,742
 
  Accounts receivable, related party
   
(377
)
   
1,527
 
  Other assets
   
(48,002
)
   
5,669
 
  Accounts payable
   
(30,624
)
   
59,250
 
  Accrued liabilities
   
-
     
2,069
 
  Deferred revenue
   
88,069
     
-
 
  Accrued interest
   
(11,887
)
   
6,000
 
                 
          Net cash used in operating activities
   
23,134
     
(446,688
)
                 
INVESTING ACTIVITIES
               
                 
Purchase of intangible assets
   
-
     
(2,500
)
Equipment purchases
   
(1,811
)
   
(4,984
)
Capitalized web development costs
   
(26,250
)
   
-
 
Capitalized software development costs
   
-
     
(30,937
)
                 
           Net cash used in investing activities
   
(28,061
)
   
(38,421
)
                 
FINANCING ACTIVITIES
               
                 
Proceeds from the issuance of common stock
   
-
     
1,032,100
 
Retained earnings
   
-
     
-
 
                 
           Net cash provided by financing activities
   
-
     
1,032,100
 
                 
Decrease in cash and cash equivalents
   
(4,927
)
   
546,991
 
                 
Cash and cash equivalents, beginning of period
   
653,990
     
106,999
 
                 
Cash and cash equivalents, end of period
 
$
649,063
   
$
653,990
 



The accompanying notes are an integral part of these statements.

F-5
- 23 -

 

TOUCHPOINT METRICS, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2014

Note 1: Organization and Basis of Presentation

Touchpoint Metrics, Inc. (the "Company") is a for profit corporation established under the corporation laws in the State of California, United States of America on December 14, 2001. The corporation operated as The Innes Group, Inc., dba MCorp Consulting until filing a Certificate of Amendment to the Articles of Incorporation renaming the company Touchpoint Metrics, Inc., effective October 18, 2011.

The Company develops and delivers technology-enabled products and services that improve customer experience management capabilities for corporations. Their focus assists companies who wish to improve business performance by measuring and transforming the ways they interact with customers.

The Company services a wide variety of industries and customer size.

Note 2: Summary of Significant Accounting Policies

The financial statements of the Company are presented on the accrual basis. The significant accounting policies followed are described below to enhance the usefulness of the financial statements to the reader.

The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America. This requires management to make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of highly liquid investments with original maturity dates of less than three months that are not reported as investments. While the Company may maintain cash and cash equivalents in bank deposit accounts, which at times exceed Federal Deposit Insurance Corporation insured limits, they have not experienced any losses in such accounts.

Portions of the bank deposit accounts are held in Canadian banks on a Canadian and US Dollar basis. The balances in these accounts at times exceed Canada Deposit Insurance Corporation insured limits. They have not experienced any losses in these accounts.

Management believes it is not exposed to any significant credit risk on cash and cash equivalents.

Fair Value of Financial Instruments

Effective July 1, 2009, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair market hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels based on the reliability of the inputs to determine the fair value:

F-6
- 24 -

 


·
Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities;
·
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
·
Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company's financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short-term nature of these items. The fair value of the Company's note payable approximates book value as of December 31, 2014 and December 31, 2013.

Property, Improvements, and Depreciation

Property and equipment are stated at cost or estimated historical cost through appraisal. Betterments, renewals, and extraordinary repairs over $1,000 that extend the life of the assets are capitalized; other repairs and maintenance are expensed. We measure property, plant and equipment, at fair value on a nonrecurring basis. The cost and accumulated depreciation applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized as other income or expense. Depreciation and amortization is computed on the straight line method over the applicable estimated depreciable life as follows:

Depreciable Asset Class
Depreciable Life
Real Property Improvements
15 Years
Computer Equipment
5 Years
Furniture and Fixtures
7 Years
Leasehold Improvements
15 Years
Machinery and Equipment
7 Years

Software Development Costs

Costs for the development and delivery of the SaaS technology are capitalized once planning is completed and technological feasibility is established.  Costs incurred during the operating stage of the software application relating to upgrades and enhancements are capitalized to the extent that they result in the extended life of the product.  All other costs are expensed as incurred.  Capitalized costs include only direct external costs of materials and services as well as compensation and benefits for employees directly associated with the software project.  Such amounts are included in the accompanying balance sheets under the caption "capitalized software development costs."

Website Development Costs

An update to our existing Company's website began in September 2014; related costs incurred during the design stage of the website development will be capitalized until the new website goes live, and once live, all capitalized costs will be amortized using straight-line basis over two years, the estimated economic life of the completed website. As of December 31, 2014, these changes have not yet gone live; accordingly no amortization has been recorded during the twelve months ended December 31, 2014 and 2013.

Intangibles

Intangible assets include an online media asset (PetroPortfolio), a LinkedIn group, and fully amortized organization costs.  PetroPortfolio is periodically reviewed for impairment indicators and tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss, if any, would be measured as the excess of the carrying value over the fair value determined by discounted future cash flows.

F-7
- 25 -

 


Revenue Recognition

Products

The company has added SaaS (Software as a Service) technology to its offerings. SaaS is a subscription based offering that includes nonrefundable setup fees, subscription fees, professional services, and consulting fees related to implementation, customization, configuration, training, and other value added services. The company accounts for multiple-element arrangements by following ASC 605-25, Revenue Recognition: Multiple-Element Arrangements, as amended by Accounting Standards Update (ASU) 2009-13, Multiple-Deliverable Revenue Arrangements. At the inception of the arrangement, and again as each element is delivered, the company evaluates all deliverables in the offering to determine whether they represent separate units of accounting based on the following criteria: 1) the items have value to the customer on a standalone basis and 2) if the arrangement includes a general right of return relative to the delivered item, delivery or perfor­mance of the undelivered item or items is considered probable and substantially in the control of the company.

The company determines the relative selling price for a deliverable based on vendor-specific objective evidence of selling price ("VSOE"), if available, third-party evidence ("TPE"), if VSOE is not available; and best estimate of selling price ("BESP"), if neither VSOE nor TPE is available.

VSOE. The company determines VSOE based on historical pricing and discounting practices for the specific solution when sold separately. In determining VSOE, it is required that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. Due to the introduction of new services, the non-refundable set-up fee and the SaaS subscription have not been not historically priced. As a result, VSOE has been used to allocate the selling price of deliverables in limited circumstances.

TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the company applies judgment with respect to whether it can establish selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. It has been determined that TPE is not a practical alternative due to differences in service offerings compared to other parties and the availability of relevant third-party pricing information.

BESP. When the company is unable to establish selling price using VSOE or TPE, BESP is used to determine selling price of significant deliverables. The objective of BESP is to determine the price at which the company would transact a sale if the service were sold on a stand-alone basis.  The process for determining BESP for deliverables without VSOE or TPE involves management's judgment. BESP is determined by considering overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the company's discounting practices, the size and volume of transactions, the customer demographic, and market strategy.  If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the company to consider additional factors, BESPs could change in future periods.

The guidance of SEC Codification of Staff Accounting Bulletins Topic 13(A)(3)(f) is followed in accounting for nonrefundable setup fees.  Each of the revenue areas relating to the SaaS offering may or may not be sold as part of a sale to a customer, with the exception of the nonrefundable set-up fee and SaaS technology subscription. Each of the items, except for the set-up fee and SaaS technology subscription, can and often are sold separately and will have value to a customer on a standalone basis. The nonrefundable set-up fee and the SaaS subscription are the only two revenue streams that do not exist without each other. The subscription and services provided are essential to the customer receiving the expected benefit of the set-up fee.  Therefore, the set-up fee is earned and recognized as the related services are delivered and performed over the term of the subscription.

SaaS subscriptions are sold with three payment options. The subscription can be paid annually, quarterly, or monthly and are all payable prior to services being provided. The company determines fair value for the individual elements in these arrangements as the estimated relative selling price charged for each individual element when sold on a standalone basis.
F-8
- 26 -

 


As payments are received, the revenue is reported as unearned revenue on the balance sheet and recognized at the end of each monthly period as service is provided.  The company measures and allocates the arrangement consideration to the individual elements based on the relative estimated selling price of each item as sold on a standalone basis.  The non-refundable setup fees are recognized over the term of the initial subscription period. The professional services and consulting fees included in the offering follow the same revenue recognition process as the consultation and research services.

Subscription agreements provide service-level commitments of 99.5% uptime per period, excluding scheduled maintenance and any unavailability caused by defined circumstances beyond reasonable control. Failure to meet this availability commitment requires a credit to qualifying customers equal to the value of the time unavailable, up to a maximum of one month of subscription fees. Reserves equal to the maximum potential credits are recorded on the balance sheet and are treated as a reduction in revenue. Revenue is recorded net of applicable sales, use, and excise taxes.

Professional Services

Revenues are primarily derived from professional and software-enabled consulting services. Engagements normally span a period of 45 to 120 days in duration, with revenue recognized as project milestones are achieved and accepted by the customer.

Reimbursed Expenses

We classify reimbursed expenses in both other revenues and cost of goods sold in our consolidated statements of income.  Other revenue is earned from reimbursable expense revenues that are incidental to the consultation and research efforts. The project related expenses consist of costs incurred by the Company on behalf of the customer. This will generally consist of travel costs or products and services purchased as a convenience for the customer.

Income Taxes

No provision for income taxes at this time is being made due to the offset of cumulative net operating losses.  A full valuation allowance has been established for deferred tax assets based on a "more likely than not" threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carry forward periods provided in the tax law.

While the Company's statutory tax rate can range from 15% - 39% depending on taxable income level, the effective tax rate is 0% due to the effects of the valuation allowance described above. The Company does not have any material uncertainties with respect to its provisions for income taxes.

Note 3: Recent Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, ("ASU 2011-11"). ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The adoption of ASU 2011-11 did not have a material impact on the Company's financial statements.





F-9
- 27 -

 


In October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and Improvements, ("ASU 2012-04"). This update includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting a variety of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820's fair value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on the Company's financial statements.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities ("ASU 2013-01").  This update clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The Company is required to apply the amendments in ASU 2013-01 beginning January 1, 2013. The adoption of ASU 2013-01 by the Company did not have a material impact on the consolidated financial statements.

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the accompanying notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income.  ASU 2013-02 is effective for annual reporting periods beginning on or after December 15, 2012, and interim periods within those annual periods. ASU 2013-02 was adopted January 1, 2013 and did not have a significant impact on our financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740) ("ASU 2013-11"), which requires the financial statement presentation of an unrecognized tax benefit in a particular jurisdiction, or a portion thereof, as a reduction to a deferred tax asset for a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward, unless the uncertain tax position is not available to reduce, or would not be used to reduce, the NOL or carryforward under the tax law in the same jurisdiction; otherwise, the unrecognized tax benefit should be presented as a gross liability and should not be combined with a deferred tax asset. ASU 2013-11 is effective for interim and annual periods beginning after December 15, 2013. We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, and cash flows.

In May 2014, the FASB and the International Accounting Standards Board ("IASB") jointly issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance. The objective of ASU 2014-09 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the first quarter of 2017. An entity can elect to adopt ASU 2014-09 using one of two methods, either full retrospective adoption to each prior reporting period, or recognizing the cumulative effect of adoption at the date of initial application.  The Company is in the process of evaluating the new standard and does not know the effect, if any, ASU 2014-09 will have on the Consolidated Financial Statements or which adoption method will be used.




F-10
- 28 -

 


Note 4: Property and Equipment

Property and equipment consist of:
 
December 31,
   
December 31,
 
   
2014
   
2013
 
Furniture
 
$
31,731
   
$
31,731
 
Computers & Hardware
   
49,826
     
48,014
 
Software
   
38,646
     
38,646
 
Equipment
   
2,359
     
2,359
 
Leasehold Improvements
   
95,608
     
95,608
 
Real Estate
   
85,000
     
85,000
 
Real Estate Improvements
   
4,000
     
4,000
 
     
307,171
     
305,358
 
Less: accumulated depreciation
   
(216,122
)
   
(214,250
)
   
$
91,048
   
$
91,108
 

Depreciation expense incurred during the twelve months ended December 31, 2014 and 2013 was $1,871 and $3,620, respectively.  During the twelve months ended December 31, 2013, the company disposed of leasehold improvements with a net book value of approximately $62,900, which was written off as the lease term of the subject property had been terminated.

Note 5: Stock-Based Compensation

The Company's stock-based compensation program was established in 2008. Plan Shares cannot exceed 30% of any outstanding issue or 2,500,000 shares, whichever is the lower amount. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of grant and have a 10-year term.

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

The company currently has four active option commitments, and one that was forfeited prior to the end of 2014. The first option commitment was granted February 7, 2011 with an option for 300,000 shares at an exercise price of $0.35. The options have a graded vesting schedule and a ten-year term.

The second grant date was on September 3, 2013 with an option for 300,000 shares at an exercise price of $0.40.  These options have a graded vesting schedule and a ten-year term.

The third option commitment was granted November 25, 2013 with an option for 80,000 shares at an exercise price of $0.50. The options have a graded vesting schedule and a ten-year term.  These shares were forfeited on November 13, 2014 and as such, are no longer outstanding.

Both the fourth and fifth option commitments were granted January 2, 2014, each with an option for 80,000 shares at an exercise price of $0.50. The options have a graded vesting schedule and a ten-year term.

At December 31, 2014, 408,000 stock options were exercisable and $91,751 of total compensation cost related to vested share-based compensation grants had been recognized.  Unrecognized compensation expense from stock options was $73,210 at December 31, 2014, which is expected to be recognized over a weighted-average vesting period of 1.02 years beginning January 1, 2015.


F-11
- 29 -

 


The following table summarizes our stock option activity for the twelve months ended December 31, 2014:

   
Number of
Shares
   
Weighted
Avg EP per
Share
   
Weighted Avg
Remaining
Contractual
Term (Years)
   
Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2013
   
680,000
   
$
0.39
     
8.57
   
$
75,000
 
Granted
   
160,000
   
$
0.50
     
-
   
$
-
 
Exercised
   
-
   
$
-
     
-
   
$
-
 
Forfeited or expired
   
(80,000
)
 
$
(.01
)
   
-
   
$
-
 
Outstanding at December 31, 2014
   
760,000
   
$
0.40
     
7.73
   
$
-
 
Fully vested and expected to vest at
December 31, 2014
   
408,000
   
$
0.38
     
6.34
   
$
-
 
Non-exercisable at December 31, 2014
   
352,000
   
$
0.43
     
8.78
   
$
-
 

The following assumptions were used to calculate weighted average fair values of the options granted in the twelve months ended December 31, 2014 and 2013:

   
Year Ended December 31,
 
   
2014
   
2013
 
Expected life (in years)
   
5.50
   
$
6.00
 
Risk-free interest rate
   
2.07
%
   
1.94
%
Volatility
   
65.22
%
   
65.81
%
Dividend yield
   
-
     
-
 
Weighted average grant date fair value per option granted
 
$
0.29
   
$
0.25
 

Note 6: Concentrations

The Company sells services to a broad range of clients under various terms. The mix of clients ranges from start-ups to Fortune 500 companies across multiple industries.

Sales are concentrated among a few large clients. For the twelve months ended December 31, 2014 and 2013, the percentage of sales and the concentrations are as follows:

   
2014
   
2013
 
Largest client
   
47.13
%
   
46.82
%
Second largest client
   
19.71
%
   
15.82
%
Third largest client
   
10.82
%
   
13.27
%
Next three largest clients
   
20.93
%
   
20.33
%
All other clients
   
1.41
%
   
3.76
%
     
100.00
%
   
100.00
%

During 2012, the Company entered a consulting services agreement with mfifty, which is a related party. The President of the Company is also an owner of mfifty. During the twelve months ended December 31, 2014 and 2013, the company earned consulting revenues of approximately $7,709 and $0, respectively, from this related party.

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



F-12
- 30 -

 


Note 7: Capitalized Software Development Costs

Costs incurred to develop Software as a Service (SaaS) technology consist of external direct costs of materials and services and payroll and payroll-related costs for employees who directly devote time to the project. Research and development costs incurred during the preliminary project stage are expensed as incurred. Capitalization begins when technological feasibility is established. Costs incurred during the operating stage of the software application relating to upgrades and enhancements are capitalized to the extent that they result in the extended life of the product. All other costs are expensed as incurred.

Amortization of software development costs commences when the product is available for general release to customers. The capitalized costs are amortized on a straight line basis over the three year expected useful life of the software. Capitalized software development costs, net of amortization, were $117,628 and $164,480 as of December 31, 2014 and 2013, respectively. Amortization expense incurred during the twelve months ended December 31, 2014 and 2013 was $54,827 and $54,827, respectively.

Note 8: Intangible Assets

Intangibles as of December 31, 2014, consist of the following:

   
Gross
   
Accumulated
Amortization
   
Impairment
   
Net Book Value
 
PetroPortfolio
 
$
131,151
   
$
-
   
$
(89,537
)
 
$
41,614
 
LinkedIn group
   
2,500
     
(1,458
)
   
-
     
1,042
 
Organization costs
   
1,377
     
(1,377
)
   
-
     
-
 
Website development costs
   
26,250
     
-
     
-
     
26,250
 
Total intangibles
 
$
161,278
   
$
(2,835
)
 
$
(89,537
)
 
$
68,906
 

Amortization of identifiable intangible assets was $833 and $625 for the twelve months ended December 31, 2014 and 2013, respectively.

There was no impairment of intangible assets during the year ended December 31, 2014. At the end of 2013, management identified impairment indicators and performed tests for recoverability resulting in values less than the PetroPortfolio asset's carrying amount.  A resulting charge for impairment of $17,537 was based on management's review of these analyses, and the balance at December 31, 2014 accurately represents management's opinion of current value.

Note 9: Commitments and Contingencies

Leases

The Company leases one facility in northern California under an operating lease that expires in 2016.  Rent expense under operating leases was $29,772 and $22,896 for the twelve months ended December 31, 2014 and 2013.

As of December 31, 2014, the estimated future payments under this operating lease (including rent escalation clauses) for each of the next five years is as follows:

2015
 
$
35,528
 
2016
   
23,890
 
2017
   
-
 
2018
   
-
 
2019
   
-
 
Total minimum lease payments
 
$
59,417
 
F-13
- 31 -

 


Purchase Obligations

The Company has entered into non-cancelable service contracts related to SaaS licenses and access to marketing research services which expire in the year ended December 31, 2014. As of December 31, 2014, future payments under these contractual obligations were as follows:

2014
 
$
43,842
 
2015
   
188
 
2016
   
-
 
2017
   
-
 
2018
   
-
 
Total purchase obligations
 
$
44,030
 

Legal Matters

The Company has no known legal issues pending.

Note 10: Debt

On September 16, 2011, a $100,000 CAD note was executed with Brad Holland, a 2.02% shareholder.  The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest on its amended maturity date of September 16, 2016.  All accrued interest to date was paid in September 2014.  Subsequent to this payment, the Company recorded an unrealized gain of $13,829 during 2014 related to the revaluation of this note from CAD $100,000 CAD to $86,171 USD. As of December 31, 2014, principal and accrued interest was $86,171 and $1,029, respectively.

On September 7, 2011, a $50,000 USD note was executed with McLellan Investment Corporation, an unrelated party.  The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest on its amended maturity date of September 7, 2016. All accrued interest to date was paid in September 2014.  As of December 31, 2014, principal and accrued interest was $50,000 and $583, respectively.

Note 11: Shareholders' Equity

On July 2, 2013 the Company completed a private placement of 2,948,856 restricted shares of common stock for a purchase price of $0.35 per share.  The Company received aggregate gross proceeds of $1,032,100 from the private placement.  No such placements occurred in 2014.

Note 12: Interest Expense

Interest expense consists of interest on the Company's debt, short-term promissory note, and credit card balances.  Interest expense was $10,993 and $12,156 for the twelve months ended December 31, 2014 and 2013, respectively.

Note 13: Advertising Expenses

Advertising is expensed as incurred. Advertising expense incurred during the twelve months ended December 31, 2014 and 2013, was $10,559 and $14,024 respectively.

Note 14: Income Taxes

No provision for income taxes at this time is being made due to the offset of cumulative net operating losses.  A full valuation allowance has been established for deferred tax assets based on a "more likely than not" threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carry forward periods provided in the tax law.

F-14
- 32 -

 


While the Company's statutory tax rate can range from 15% - 39% depending on taxable income level, the effective tax rate is 0% due to the effects of the valuation allowance described above. The Company does not have any material uncertainties with respect to its provisions for income taxes.

Note 15: Net Income / (Loss) per Share

Net loss per share was computed by dividing the net 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 twelve months ended December 31, 2014 and 2013, the assumed exercise of share options are anti-dilutive due to the Company's net loss and are excluded from the determination of net loss per share – basic and diluted.  Accordingly, net income / (loss) per share basic and diluted are equal in all periods presented. The computations for basic and diluted net loss per share are as follows:

   
Year Ended December 31,
 
   
2014
   
2013
 
Net income / (loss)
 
$
3,123
   
$
(715,656
)
Basic and diluted weighted average common shares outstanding
   
16,081,158
     
14,606,730
 
Net income / (loss) per share
               
Basic and diluted
 
$
0.00
   
$
(0.05
)

Note 16: Related Party Transactions

The Company has a related party transaction involving a significant shareholder. The nature and details of the transaction are described in Note 10. The Company also has two related party transactions with its President, the nature, description and details of the transaction are described in Note 6 and this note.

Note 17: Going Concern

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

For the year ended December 31, 2014, the Company had a net income of $3,123.  In addition, the Company had a net loss of $715,656 for the year ended December 31, 2013. These circumstances result in substantial doubt as to the Company's ability to continue as a going concern.  The Company's ability to continue as a going concern is dependent upon the Company's ability to continue to generate sufficient revenues to operate profitably, or raise additional capital through debt financing and/or through sales of common stock.

The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.









F-15

- 33 -

 

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosures from January 1, 2010 through December 31, 2014 and through the date of this report. Our financial statements for the periods from January 1, 2013 through December 31, 2014, included in this report have been audited by Hillary CPA Group, Independent Registered Public Accounting Firm, 9465 Counselors Row, Suite 200, Indianapolis, Indiana 46240, telephone (317) 222-1416, as set forth in its report included in this annual report.
 
 
ITEM 9A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

- 34 -

 


Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of December 31, 2014, our internal control over financial reporting was effective.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2014 that have affected, or are reasonably likely to affect, our internal control over financial reporting.


ITEM 9B.  OTHER INFORMATION.

None.


PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Officers and Directors

Our directors will serve until their successor is elected and qualified. Our officers serve at the pleasure of the board of directors. The board of directors has no nominating or compensation committees.

- 35 -

 


The names, addresses, ages and positions of our officers and directors are set forth below:

Name and Address
Age
Position(s)
     
Michael Hinshaw
53
President, Chief Executive Officer, Chief Financial
201 Spear Street, Suite 1100
 
Officer, Principal Executive Officer, Treasurer,
San Francisco, CA 94105
 
Principal Financial Officer, Principal Accounting
Officer and a member of the Board of Directors
   
 
Lynn Davison
51
Chief Operating Officer, Secretary
201 Spear Street, Suite 1100
   
San Francisco, CA 94105
   
     
Ashley Garnot
29
Director
201 Spear Street, Suite 1100
   
San Francisco, CA 94105
   

The people named above are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Michael Hinshaw – President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and a director.

Since March 31, 2006, Mr. Hinshaw has been our President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a director. Mr. Hinshaw has served as Treasurer and Principal Accounting Officer since December 7, 2011.  Mr. Hinshaw founded The Innes Group, Inc. (now Touchpoint Metrics, Inc.) in 2001.  From 1999 until 2002, Mr. Hinshaw served as President and Chief Executive Officer of Verida Internet Corp.  Prior to its sale in 1999, Mr. Hinshaw served as President of Triad Inc., a brand strategy and management consulting firm. Mr. Hinshaw holds a MFA in Design and Communication and a BFA in Graphic Design from the Academy of Art University in San Francisco.

Lynn Davison – Chief Operating Officer, Secretary

Since October 9, 2013, Ms. Davison has been our Chief Operating Officer, and has served as our Secretary since February 3, 2012.  Ms. Davison served as our Vice-President from February 7, 2011 to October 9, 2013.  From April 2004 to February 2011, Ms. Davison worked as a management consultant to a range of start-up, mid-sized and Fortune 500 clients providing strategic business consulting services. From 1994 through April, 2004, Ms. Davison was a co-founder of C-Change, Inc., a management consulting firm working with Fortune 500 companies. Ms. Davison has a BA in economics from Whitman College in Walla Walla, Washington and is a certified Project Management Professional (PMP) by the Project Management Institute.

Ashley Garnot – Director

Since December 7, 2011, Ashley Garnot has been a member of the board of directors. Since October 2011, Ms. Garnot has been a management consultant for Coronado Resources Ltd. (TSX-V: CRD), and is a member of the board of directors. Since January 2012, Ms. Garnot has been a management consultant for private equity Investment Company Pacific Reach Management.  Since December 2011, Ms. Garnot has been the owner of ALG Investments, a private equity Investment Company. From September 2005 to June 2008, Ms. Garnot served as managing partner of Asluxe Designs Inc. Ms. Garnot has completed the Canadian Securities Institute's Canadian Securities Course, and has a Real Estate Course and Property Management diploma from Sauder School of Business.
- 36 -

 


Involvement in Certain Legal Proceedings

During the past ten years, Mr. Hinshaw, Ms. Davison and Ms. Garnot have not been the subject of the following events:

1.
A petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he/she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he/she was an executive officer at or within two years before the time of such filing;

2.
Convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him/her from, or otherwise limiting, the following activities;

i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; or

ii) Engaging in any type of business practice; or

iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5. Found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. The subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i) Any Federal or State securities or commodities law or regulation; or

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
- 37 -

 


8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended, (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Conflicts of Interest

There are no conflicts of interest with respect to our officers, directors and key employees.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the services of a financial expert are not warranted at this time.

Audit Committee and Charter

We have a separately-designated audit committee of the board.  Audit committee functions are performed by our board of directors. None of our directors are deemed independent. One of our directors also holds several officer positions. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Whistleblower Policy

We have adopted a Whistleblower Policy that provides for the protection of our employees from our retaliation where an employee believes that we are violating some law, rule or regulation and wants to disclose the same to proper authorities or to the public at large.  This policy further provides a mechanism whereby the employee may disclose the information to us in a confidential manner and may possibly resolve the issue he may want to disclose to third parties without the need of going to third parties outside of our organization.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.


- 38 -

 


Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of information available to us and a review of the information filed with the SEC, all officers, directors and owners of 10% or more of our shares of common stock have filed all reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended.


ITEM 11.   EXECUTIVE COMPENSATION.

On February 1, 2011, we entered into an employment agreement with Lynn Davison, pursuant to which she agreed to serve as our Vice President. This initial agreement provided for an annual base salary of $132,000, but was subsequently increased to $162,000 effective August 22, 2014.  In addition, Ms. Davison is eligible for bonus compensation as established by us from time to time. On February 7, 2011, we granted Ms. Davison 10-year options, with an exercise price of $0.35 per share, to purchase 300,000 shares of our common stock.  On September 3, 2013, we granted Ms. Davison additional 10-year options, with an exercise price of $0.40 per share, to purchase 300,000 shares of our common stock.  Both options vest as follows:  one fifth 12 months after the grant date, and one fifth every six months thereafter until all options are fully vested.

Michael Hinshaw does not have an employment agreement with the company.

The following table sets forth information with respect to compensation paid by us to our officers for the last two years.

Executive Officer Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
             
Change in
   
             
Pension Value &
   
             
Nonqualified
   
           
Non-Equity
Deferred
   
Name and
     
Stock
Option
Incentive Plan
Compensation
All Other
 
Principal
 
Salary
Bonus
Awards
Awards[1]
Compensation
Earnings
Compensation
Totals
Position
Year
($)
($)
($)
($)
($)
($)
($)
($)
                   
Michael Hinshaw
2014
300,000
0
0
0
0
0
8,945
308,945
President
2013
300,000
0
0
0
0
0
8,945
308,945
                   
Lynn Davison
2014
143,250
0
0
0
0
0
0
143,250
Vice President
2013
132,000
0
0
19,253
0
0
0
151,253

[1] The amounts shown reflect the aggregate grant date fair value of the option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718™, Compensation-Stock Compensation (ASC 718). In valuing such options, the Company made certain assumptions. For a discussion of those assumptions, please see Note 5 to our Financial Statements for the Fiscal Years ended December 31, 2014 and 2013.

The following table sets forth information with respect to compensation paid by us to our directors during the last completed fiscal year ending December 31, 2014.


- 39 -

 


Director Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
         
Change in
   
         
Pension Value &
   
 
Fees
     
Nonqualified
   
 
Earned or
   
Non-Equity
Deferred
   
 
Paid in
Stock
Option
Incentive Plan
Compensation
All Other
 
 
Cash
Awards
Awards
Compensation
Earnings
Compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
               
Michael Hinshaw
0
0
0
0
0
0
0
Ashley Garnot
27,500
0
0
0
0
0
27,500

On August 7, 2013, we entered into an independent contractor agreement with Ashley Garnot, pursuant to which she agreed to provide consulting services to the company. Ms. Garnot's agreement provides for monthly compensation of $2,500 as invoiced.

All compensation received by our officers and directors has been disclosed.

There are no retirement, pension, or profit sharing plans for the benefit of our officers and directors other than our stock option plan.  The stock option plan reserves 2,500,000 shares of common stock that may be issued at the discretion of the board of directors.

The following table sets forth information with respect to outstanding equity awards at December 31, 2014.

Outstanding Equity Awards at December 31, 2014
     
Equity Incentive
     
Equity Incentive
 
Number of
Number of
Plan Awards:
   
Number of
Plan Awards:
 
Securities
Securities
Securities
   
Shares
Number of
 
Underlying
Underlying
Underlying
   
Or Units of
Unearned
 
Unexercised
Unexercised
Unexercised
Option
Option
Stock
Shares,
 
Options
Options
Unearned
Exercise
Expiration
that have not
Units that
Name
Exercisable
Unexercisable
Options
Price
Date
Vested
have not vested
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
               
Lynn Davison
240,000
60,000
0
$0.35[1]
2/7/2021
60,000
0
Lynn Davison
0
300,000
0
$0.40 
9/3/2023
300,000
0

[1] The option exercise price is set at $0.35 per share with a provision to reset if subsequent common stock offerings are made at a lower stock price.  There was a subsequent private placement at $0.01 per share, lowering the option exercise price from $0.35 to $0.01.

The following table sets forth the information with respect to option exercises and stock vested for the year ended December 31, 2014.

Option Exercises and Stock Vested for the year ended December 31, 2014
 
Number of
 
Number of
Value
 
Shares Acquired
Value Realized
Shares Acquired
Realized on
 
On Exercise
On Exercise
On Vesting
Vesting
Name
(#)
($)
(#)
($)
(a)
(b)
(c)
(d)
(e)
         
Lynn Davison
0
0
0
0


- 40 -

 


Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, we must indemnify him or her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of California.

Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers under California law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against policy, as expressed in the Act and is, therefore, unenforceable.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of the date of this offering, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares.  Shares of common stock subject to options and warrants exercisable within 60 days from the date of this table are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.

The information in this table reflects "beneficial ownership" as defined in Rule 13d-3 of the Exchange Act. To our knowledge, and unless otherwise indicated, the stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares, subject to community property laws where applicable.

 
Shares of Common Stock
 
Beneficially Owned
Name and Address of Beneficial Owner
Number
%
Michael Hinshaw
5,950,000[1]
31.58%
201 Spear Street, Suite 1100
   
San Francisco, CA 94105
   
     
Lynn Davison
360,000[2]
1.91%
201 Spear Street, Suite 1100
   
San Francisco, CA 94105
   
     
Ashley Garnot
850,000[3]
4.51%
201 Spear Street, Suite 1100
   
San Francisco, CA 94105
   
     
All officers and directors as a group (3 individuals)
7,160,000
38.00%
     
International Resource Management Corp.
1,962,302
10.41%
2901-1050 Burrard Street
   
Vancouver, British Columbia V6Z 2S3
   
     
- 41 -

 


PCL Holdings
1,350,000[4]
7.16%
350-6165 Highway 17
   
Delta, British Columbia V4K 5B8
   

[1] Comprised of 5,450,000 shares of common stock owned by Mr. Hinshaw and 500,000 shares of common stock held in the name of luckfound.org, of which Mr. Hinshaw is a director and has dispositive control.

[2] Comprised of shares of common stock issuable upon the exercise of currently exercisable options.

[3] Comprised of 500,000 shares of common stock held in the name of ALG Investments Ltd., which is owned and controlled by Ms. Garnot; 250,000 shares owned by Ms. Garnot and her husband, Wade Garnot; and, 100,000 shares held in Ms. Garnot's maiden name, Ashley Guidi.

[4] Comprised of 300,000 shares of common stock owned by Mr. Peter Loretto and 1,050,000 shares of common stock held in the name of PCL Holdings of which Mr. Loretto is a 100% owner and has dispositive control.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On September 16, 2011, a $100,000 CAD note was executed with Brad Holland, a 2.02% shareholder.  The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest on its amended maturity date of September 16, 2016.  All accrued interest to date was paid in September 2014.  Subsequent to this payment, the Company recorded an unrealized gain of $13,829 during 2014 related to the revaluation of this note from CAD $100,000 CAD to $86,171 USD. As of December 31, 2014, principal and accrued interest was $86,171 and $1,029, respectively. The principal and accrued interest payable at maturity will be $108,000 CAD.

On December 6, 2011, we issued 500,000 restricted shares of common stock to ALG Investments Ltd., a corporation owned and controlled by Ashley Garnot, in consideration of $5,000.00.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transactions took place outside the United States of America with non-US persons.

On January 4, 2012, we issued 250,000 restricted shares of common stock to Ashley Garnot and her husband Wade, in consideration of $62,500.00.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transactions took place outside the United States of America with non-US persons.

On March 2, 2012 we entered into an agreement with mfifty, a company owned and controlled by Michael Hinshaw, our president, wherein we agreed to supply certain services to mfifty in consideration of the payment of fees for our services.  The nature and amounts of services as well as the terms on which any such services would be provided will be negotiated and finalized through a signed services agreement and statement of work.  We have provided the following services to date under the agreement: project management, creative and consulting services.  The total approximate dollar amount of these services provided to mfifty to date is $61,684.  The foregoing services have been provided by us and fully paid for by mfifty.

On August 1, 2013, we entered into an agreement with Ashley Garnot wherein we agreed to compensate Ms. Garnot in the amount of $2,500 monthly for consulting services.  The nature and amounts of services as well as the terms on which such services would be provided were finalized through a signed consulting agreement and statement of work.  The total approximate dollar amount of these services provided to the Company to date is $47,500.



- 42 -

 


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)  Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant, Hillary CPA Group, for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ending December 31, 2014 and 2013 was $6,200 and $10,500, respectively.

(2)  Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant, Hillary CPA Group, that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph was $0 for both the fiscal years ending December 31, 2014 and 2013.

(3)  Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant, Hillary CPA Group, for tax compliance, tax advice, and tax planning for the fiscal years ending December 31, 2014 and 2013 was $875 and $750 respectively.

(4)  All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant , Hillary CPA Group, other than the services reported in paragraphs (1), (2), and (3) paragraph was $0 for both the fiscal years ending December 31, 2014 and 2013.

(5) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 50%.





- 43 -

 


PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
3.1
Articles of Incorporation (12/14/2001).
S-1
4/25/12
3.1
 
           
3.2
Amended Articles of Incorporation (4/08/2006).
S-1
4/25/12
3.2
 
           
3.3
Amended Articles of Incorporation (10/17/2011).
S-1
4/25/12
3.3
 
           
3.4
Amended and Restated Bylaws.
S-1
4/25/12
3.4
 
           
4.1
Specimen Stock Certificate.
S-1
4/25/12
4.1
 
           
10.1
Lease Agreement for San Anselmo office.
S-1
4/25/12
10.1
 
           
10.2
Lease Agreement for North Carolina office.
S-1
4/25/12
10.2
 
           
10.3
Lease Agreement for San Francisco office.
S-1
4/25/12
10.3
 
           
10.4
Deed covering Lake County Real Property.
S-1
4/25/12
10.4
 
           
10.5
Stock Option Plan.
S-1
4/25/12
10.5
 
           
10.6
Promissory Note – McLellan Investment Corporation.
S-1/A-2
7/24/12
10.6
 
           
10.7
Promissory Note – Brad Holland.
S-1/A-2
7/24/12
10.7
 
           
10.8
Employment Agreement – Lynn Davison.
S-1/A-3
9/12/12
10.8
 
           
10.9
Services Agreement with mfifty dated March 2, 2012.
S-1/A-3
9/12/12
10.9
 
           
10.10
Share Option Plan with Lynn Davison dated September 3, 2013.
10-Q
11/14/13
10.38
 
           
10.11
Lease Extension Agreement with Annette Kaufman Survivor Trust
dated February 26, 2013.
10-K
3/31/14
10.39
 
           
10.12
Independent Contractor Agreement with Ashley Garnot dated
August 1, 2013.
10-K
3/31/14
10.40
 
           
10.13
Non-Disclosure Agreement with Ashley Garnot dated August 1,
2013.
10-K
3/31/14
10.41
 
           
10.14
Statement of Work with Ashley Garnot dated August 1, 2013.
10-K
3/31/14
10.42
 
           
10.15
Master Services Agreement with Progress Software Corporation
dated December 6, 2013.
10-K
3/31/14
10.43
 
           
10.16
Statement of Work (Schedule A) with Progress Software dated
December 6, 2013.
10-K
3/31/14
10.44
 
           
- 44 -

 


10.17
Statement of Work 2 with Ashley Garnot dated February 2, 2014.
10-K
3/31/14
10.48
 
           
10.18
Endorsement and Market Agreement with Western Independent Bankers' Service Corporation, dated March 17, 2014.
10-Q
08/01/14
10.49
 
           
10.19
Lease with Four Keys dated June 5, 2014.
10-Q
08/01/14
10.50
 
           
10.20
Statement of Work with lululemon athletica Canada inc. dated
June 12, 2014.
10-Q
11/06/14
10.1
 
           
10.21
Statement of Work with Microsoft Corporation dated August 28,
2014.
10-Q
11/06/14
10.2
 
           
10.22
Statement of Work with NuVision Federal Credit Union dated
August 15, 2014.
10-Q
11/06/14
10.3
 
           
10.23
Agreement with Andrew Barwicki Incorporated.
8-K
01/23/15
10.1
 
           
10.24
Addendum to June 12, 2014 Statement of Work with lululemon
athletica Canada inc. dated October 10, 2014.
     
X
           
10.25
Statement of Work with Microsoft Corporation dated December
31, 2014.
     
X
           
14.1
Code of Ethics.
10-K
3/27/13
14.1
 
           
31.1
Certification of Principal Executive and Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.7
Letter to the Shareholders.
8-K
4/04/14
99.7
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X




- 45 -

 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 30th day of March, 2015.

 
TOUCHPOINT METRICS, INC.
 
(the "Registrant")
     
 
BY:
MICHAEL HINSHAW
   
Michael Hinshaw
   
Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Treasurer and a member of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date
     
MICHAEL HINSHAW
President, Principal Executive Officer,
March 30, 2015
Michael Hinshaw
Treasurer, Principal Financial Officer, Principal Accounting Officer and a Director
 
     
ASHLEY GARNOT
Director
March 30, 2015
Ashley Garnot
   








- 46 -

 


EXHIBIT INDEX

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
3.1
Articles of Incorporation (12/14/2001).
S-1
4/25/12
3.1
 
           
3.2
Amended Articles of Incorporation (4/08/2006).
S-1
4/25/12
3.2
 
           
3.3
Amended Articles of Incorporation (10/17/2011).
S-1
4/25/12
3.3
 
           
3.4
Amended and Restated Bylaws.
S-1
4/25/12
3.4
 
           
4.1
Specimen Stock Certificate.
S-1
4/25/12
4.1
 
           
10.1
Lease Agreement for San Anselmo office.
S-1
4/25/12
10.1
 
           
10.2
Lease Agreement for North Carolina office.
S-1
4/25/12
10.2
 
           
10.3
Lease Agreement for San Francisco office.
S-1
4/25/12
10.3
 
           
10.4
Deed covering Lake County Real Property.
S-1
4/25/12
10.4
 
           
10.5
Stock Option Plan.
S-1
4/25/12
10.5
 
           
10.6
Promissory Note – McLellan Investment Corporation.
S-1/A-2
7/24/12
10.6
 
           
10.7
Promissory Note – Brad Holland.
S-1/A-2
7/24/12
10.7
 
           
10.8
Employment Agreement – Lynn Davison.
S-1/A-3
9/12/12
10.8
 
           
10.9
Services Agreement with mfifty dated March 2, 2012.
S-1/A-3
9/12/12
10.9
 
           
10.10
Share Option Plan with Lynn Davison dated September 3, 2013.
10-Q
11/14/13
10.38
 
           
10.11
Lease Extension Agreement with Annette Kaufman Survivor Trust
dated February 26, 2013.
10-K
3/31/14
10.39
 
           
10.12
Independent Contractor Agreement with Ashley Garnot dated
August 1, 2013.
10-K
3/31/14
10.40
 
           
10.13
Non-Disclosure Agreement with Ashley Garnot dated August 1,
2013.
10-K
3/31/14
10.41
 
           
10.14
Statement of Work with Ashley Garnot dated August 1, 2013.
10-K
3/31/14
10.42
 
           
10.15
Master Services Agreement with Progress Software Corporation
dated December 6, 2013.
10-K
3/31/14
10.43
 
           
10.16
Statement of Work (Schedule A) with Progress Software dated
December 6, 2013.
10-K
3/31/14
10.44
 
           
- 47 -

 


10.17
Statement of Work 2 with Ashley Garnot dated February 2, 2014.
10-K
3/31/14
10.48
 
           
10.18
Endorsement and Market Agreement with Western Independent Bankers' Service Corporation, dated March 17, 2014.
10-Q
08/01/14
10.49
 
           
10.19
Lease with Four Keys dated June 5, 2014.
10-Q
08/01/14
10.50
 
           
10.20
Statement of Work with lululemon athletica Canada inc. dated
June 12, 2014.
10-Q
11/06/14
10.1
 
           
10.21
Statement of Work with Microsoft Corporation dated August 28,
2014.
10-Q
11/06/14
10.2
 
           
10.22
Statement of Work with NuVision Federal Credit Union dated
August 15, 2014.
10-Q
11/06/14
10.3
 
           
10.23
Agreement with Andrew Barwicki Incorporated.
8-K
01/23/15
10.1
 
           
10.24
Addendum to June 12, 2014 Statement of Work with lululemon
athletica Canada inc. dated October 10, 2014.
     
X
           
10.25
Statement of Work with Microsoft Corporation dated December
31, 2014.
     
X
           
14.1
Code of Ethics.
10-K
3/27/13
14.1
 
           
31.1
Certification of Principal Executive and Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.7
Letter to the Shareholders.
8-K
4/04/14
99.7
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X





 
- 48 -