mccx20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2024.

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

Commission File Number: 000-54918

MCX TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation or organization)

26-0030631

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

176 South Capital Blvd.

Boise, Idaho 83702

(Address of principal executive offices, including zip code)

208-863-6243

(Registrant's telephone number, including area code)

20046 Walker Road

Shaker Heights, OH 44122

(Former address of principal executive offices, including zip code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

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

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

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

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

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

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 20,426,158 as of May 31, 2024.

	March 31,			December 31,
	2024			2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	43,525		$	46,069
Accounts receivable		-			-
Other current assets		-			-
Total current assets		43,525			46,069
Long term assets:
Notes receivable - related party		-			16,126
Total assets	$	43,525		$	62,195

Liabilities and Shareholders' Equity
Liabilities
Accounts payable and accrued liabilities	$	96,411		$	88,767
Deferred revenue		-			-
Note Payable – Related Party		-			16,201
Total current liabilities		96,411			104,968
Total liabilities		96,411			104,968
Shareholders' equity:
Common stock, no par value, 500,000,000 shares authorized, 20,426,158 shares issued and outstanding at March 31, 2024 and December 31, 2023		-			-
Additional paid-in capital		6,620,217			6,620,217
Accumulated deficit		(6,673,103	)		(6,662,990	)
Total shareholders' equity		(52,886	)		(42,773	)
Total liabilities and shareholders' equity	$	43,525		$	62,195

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

	Three Months Ended
	March 31,
	2024			2023

Revenue, net	$	-		$	-
Cost of goods sold		-			-
Gross profit (loss)		-			-
Expenses
Salaries and wages		-		_-
Contract services		-			-
Other general and administrative		10,113			90,760
Total expenses		10,113			90,760

Net operating loss		(10,113	)		(90,760	)
Other income (expense)		-			877

Net loss	$	(10,113	)	$	(89,883	)
Loss per share-basic and diluted	$	(0.0005	)	$	(0.004	)

Weighted average common shares outstanding-basic and diluted		20,426,158			20,426,158

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

	Three Months Ended
	March 31
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,113	)	$	(89,883	)

Adjustments to reconcile net loss to net cash used in operations:
Stock compensation expense		-			-
Gain on the sale of land		-			-
Changes in operating assets and liabilities:
Accounts receivable		-			-
Accrued revenue					-
Other assets		-			(2,143	)
Accounts payable and accrued liabilities		7,644			(5,720	)
Deferred revenue		-			-

Net cash used in operating activities		(2,469	)		(97,746	)

INVESTING ACTIVITIES

Cash received from notes receivable - related party		16,126			78,334

Net cash provided by investing activities		16,126			78,334
FINANCING ACTIVITIES
Payment on Note Payable – Related Party		(16,201	)
Proceeds from Note Payable – Related Party		-			20,000
Net cash provided by financing activities		(16,201	)		20,000

Increase/(Decrease) in cash and cash equivalents		(2,544	)		588

Cash and cash equivalents, beginning of period		46,069			2,595

Cash and cash equivalents, end of period	$	43,525		$	3,183

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-			-

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

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

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

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

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

A description of the Company’s critical accounting policies and related judgments and estimates that affect the preparation of the Company’s financial statements is set forth in under the heading “Critical Accounting Policies and Estimates” in Item 7, Management’s Discussion and Analysis of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Such policies were unchanged during the three months ended March 31, 2024. For the year ended December 31, 2023, we did not have the financial statements audited and for the three month period ended March 31, 2024, we have not engaged an accounting firm to review the financial statements; as such, the financial statements are the internal financial statements of the Company.

MCX Technologies Corporation (“we,” “us,” “our,” or the “Company”) intends to acquire or develop a technologies that would become the Company’s new operating platform which may include innovations directed toward the internet’s evolution into the Web 3. On November 12, 2020, the Company formed a wholly owned subsidiary, The Collective Experience, LLC (the “Collective Experience” or “TCE”) as a Delaware limited liability company. The Company was providing all of its digital transformation and marketing management consulting services, which was the Company’s sole revenue generating operations, through the Collective Experience. During the first quarter of 2022 and the year 2021, through our subsidiary The Collective Experience LLC we generated revenue by delivering digital transformation solutions to customer centric organizations through integrated marketing, data science, and commerce. We have ceased operations under TCE and we are now transitioning the focus of the Company toward new technologies.

We were incorporated in the State of California on December 14, 2001, as a customer experience (“CX”) management solutions company dedicated to helping organizations improve customer experiences, increase customer loyalty, reduce cost and increase revenue. The Company operated as The Innes Group, Inc., d/b/a MCorp Consulting until filing a Certificate of Amendment to the Articles of Incorporation renaming the Company Touchpoint Metrics, Inc., effective October 18, 2011. On June 11, 2015, our shareholders passed a resolution to change the name of the Company to McorpCX, Inc., and on June 29, 2020, in connection with the sale of McorpCX, LLC, as described below, our shareholders passed a resolution to change the name of the Company to MCX Technologies Corporation.

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

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

As consideration for the sale of McorpCX LLC, the Company received a total of $352,000 in cash consisting of $100,000 received upon the signing of the purchase agreement and $252,000 received at the closing of the transaction along with a $756,000 promissory note. The promissory note has an initial annual interest rate of 0.99% (to be recalculated at the end of each twelve-month period subsequent to the date of the note based on the annual Applicable Federal Rate for mid-term loans on the first business day following each such twelve month period) accruing daily on the outstanding balance of the note, and monthly principal payments are payable to the Company over a term of four or more years. Monthly principal payments to the Company were initially $7,292 per month for the first twelve months following the date of the note, and then during each subsequent twelve-month period are based on the annual revenues of McorpCX, LLC. The note is secured by the Purchaser's ownership interest in McorpCX LLC. On June 11, 2021, the note was amended whereby the obligor would pay $100,000 principal payment on or before July 1, 2021 and the remaining principal and interest would be paid in installments of $20,000 per month due on the first day of each month with the final payment being made in January 2024.

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

During the first quarter of 2022 and the year 2021, through our subsidiary The Collective Experience LLC we generated revenue by delivering digital transformation solutions to customer centric organizations through integrated marketing, data science, and commerce. We have ceased operations under TCE and we are now transitioning the focus of the Company toward new technologies.

As of March 31, 2024, we continue to seek a new technology platform that will be the basis for further revenue and profitability.

Historically, cost of goods sold consisted primarily of expenses directly related to providing professional and consulting services. Those expenses formerly included contract labor, third-party services, and materials and travel expenses related to providing professional services to our clients.

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

During the three months ended March 31, 2024 and 2023, we had no revenue recognized as well as no related cost of goods sold.

Net loss decreased to $10,113 for the three months ended March 31, 2024 from a net loss of $89,883 for the three months ended March 31, 2023 mostly as a result of decrease in operating expenses incurred during each period.

There were no expenses attributable to salaries and wages for the three months ended March 31, 2024 and 2023 respectively, as stock options have been fully expensed and the officers have not taken any salary in either period.

Contract service expenses did not occur in either three-month period ended March 31, 2024 or 2023. While the Company is transitioning to a new technology platform, we have classified all executive, finance, and administrative services under Other General and Administrative expense.

Other general and administrative costs decreased by $80,647 during the three months ended March 31, 2024, compared with the same period in 2023 primarily due to a reclassification of contract services into general and administrative expenses and due to a lack of funding, the Company did not engage its auditors to perform an audit of its financial statements or quarterly review thereof in this first quarter of 2024.

Other income was $0 in the three months ended March 31, 2024, compared to other expense of $877 in the three months ended March 31, 2023, due to a reduction of interest income from the note receivable.

As of March 31, 2024, our cash and cash equivalents had decreased to $43,525 from $46,069 and our working capital changed to ($52,886) from ($42,698) as of December 31, 2023.

For the three months ended March 31, 2024, we were able to finance our operations with cash on hand as well as proceeds of the final note payment related to the sale of McorpCX, LLC. The accompanying consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

During the three months ended March 31, 2024, our primary uses of cash included third party general and administrative expenses to support compliance expenses and pursuit of new business development activities.

We have had material operating losses, no revenue for the past 12-months, and have not yet created positive cash flows for a full fiscal year. These factors raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is entirely dependent upon our ability to achieve a level of profitability, and/or to raise additional capital through debt financing and/or through sales of common stock. We cannot provide any assurance that profits from operations, if any, will generate sufficient cash flow to meet our working capital needs and service our existing obligations, nor that sufficient capital can be raised through debt or equity financing. The consolidated financial statements do not include adjustments related to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

Operating Activities. Net cash used in operating activities decreased to $2,469 for the three months ended March 31, 2024, compared to net cash used in operating activities of $97,746 for the three months ended March 31, 2023. This decrease was primarily due a decrease in net loss and the elimination of the year-end audit expenses for the year December 31, 2023 and the first quarter 2024 auditor review of the financial statements.

Investing Activities. Net cash provided by investing activities was $16,126 for the three months ended March 31, 2024. This included and cash received from notes receivable – related party of $16,126.

Financing Activities. For the three months ended March 31, 2024, net cash used in financing activities was $16,201 which related to the repayment of an unsecured loan to the company from the Chief Financial Officer in the original principal amount of $20,000. There was no cash provided by, or used in, financing activities for the three months ended March 31, 2023.

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

Pursuant to Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s management concluded that, as of the period covered by this report, and as reported in Item 9A of the Company’s Form 10-K for the year ended December 31, 2023, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.

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

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

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

In addition to the other information set forth in this Quarterly Report (including risks associated with our shift away from the Collective Experience to focus on new technologies which may include Web 3 technologies), you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”), which could materially affect our business, results of operations or financial condition.

It is important to note that the risks described in our 2023 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to materially adversely affect our business, results of operations or financial condition.

There were no unregistered sales of our equity securities during the three-month period ended on March 31, 2024.

During the three months ended March 31, 2024 there were no purchases of our common stock made by, or on behalf of, the Company or any "affiliated purchaser," as defined by Rule 10b-18 of the Exchange Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report has been signed on its behalf by the undersigned, thereunto duly authorized on this 3rd day of June 2024.

		Page No.

	*Part I. - Financial Information*	3

Item 1.	Financial Statements.	3

	Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023.	3

	Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited).	4

	Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2024 and 2023 (unaudited).	5

	Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited).	6

	Notes to Consolidated Financial Statements (unaudited).	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	10

Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	13

Item 4.	Controls and Procedures.	13

	*Part II. - Other Information*	14

Item 1.	Legal Proceedings.	14

Item 1A.	Risk Factors.	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14

Item 3.	Defaults Upon Senior Securities.	14

Item 4.	Mine Safety Disclosures.	14

Item 5.	Other Information.	14

Item 6.	Exhibits.	15

Signatures		16

	Three Months Ended March 31, 2023
	Common Stock				Additional Paid in		Retained Earnings (Accumulated
	Shares		Amount		Capital		Deficit)			Total
Balance at December 31, 2022		20,426,158	$	-	$	6,620,217	$	(6,465,860	)	$	154,357
Net loss		-		-		-		(89,883	)		(89,883	)
Balance at March 31, 2023		20,426,158		-		6,620,217		(6,555,743	)		64,474

			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Term (in years)		Value
Outstanding at December 31, 2023		290,000	$	0.30		4.63		-
Granted		-
Exercised		-
Forfeited or expired		-
Outstanding at March 31, 2024		290,000	$	0.30		4.38	$	-

Exercisable at March 31, 2024		290,000	$	0.30		4.38	$	-

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

	MCX TECHNOLOGIES CORPORATION


	BY:	/s/ Christopher Rowlison
		Christopher Rowlison
		Interim Chief Executive Officer

	BY:	/s/ Gregg Budoi
		Gregg Budoi
		Interim Chief Financial Officer

	Three Months Ended March 31, 2024
	Common Stock				Additional Paid in		Retained Earnings (Accumulated
	Shares		Amount		Capital		Deficit)			Total
Balance at December 31, 2023		20,426,158	$	-	$	6,620,217	$	(6,662,990	)	$	(42,773	)
Net loss		-		-		-		(10,113	)		(10,113	)
Balance at March 31, 2024		20,426,158		-		6,620,217		(6,673,103	)		(52,886	)

Other Income (Expense)		2024				2023				Change from Prior Year				Percent Change from Prior Year
Three Months Ended March 31		$	0			$	877			$	877				100	%