Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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.

MCX Technologies Corporation

Form 10-Q Quarterly Report

TABLE OF CONTENTS

		Page No.

	*Part I. - Financial Information*	3

Item 1.	Financial Statements.	3

	Consolidated Balance Sheets as of 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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MCX Technologies Corporation

Consolidated Balance Sheets

	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.

MCX Technologies Corporation

Consolidated Statements of Operations

(unaudited)

	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.

MCX Technologies Corporation

Consolidated Statements of Changes in Shareholders’ Equity

Three Months Ended March 30, 2024 and 2023

(unaudited)

	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	)

	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

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

MCX Technologies Corporation

Consolidated Statements of Cash Flows

(unaudited)

	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.

MCX TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

(unaudited & unreviewed)

Note 1: Organization and Basis of Presentation

MCX Technologies Corporation (“we,” “us,” “our,” or the “Company”) intends to acquire or develop new technologies that would become the Company’s new operating platform which may include innovations directed toward the internet’s evolution into the Web 3.

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.

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. However, the operations of TCE were ceased in the first quarter of 2022.

We maintain our primary business address at 176 South Capital Blvd. Boise, Idaho 83702. Our telephone number is (208) 863-6243 and our internet website is www.mcxtechnologies.io. Our registered agent for service of process is Northwest Registered Agents, Inc. 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, proxy statements, amendments to those reports and other Securities and Exchange Commission, or “SEC”, filings are available free of charge at www.sec.gov.

Our common stock trades on the TSX Venture Exchange in Canada under the symbol “MCX” and on the OTC Pink Sheets in the United States under the symbol “MCCX”.

Note 2: Recent Accounting Pronouncements

The Company reviewed newly issued accounting pronouncements and concluded that they either are not applicable to the Company's operations or that no material effect is expected on the Company's financial statements upon future adoption.

Note 3: Revenues

Consulting Service Revenues

While the Company transitions to a new operating platform, it had no revenue for the three months ended March 31, 2024 or 2023. Previously in 2021 and 2022, our only source of revenue was derived from engagements managed within our wholly owned subsidiary, The Collective Experience LLC (“TCE”), that provided digital Transformation services including brand strategy, data science, pricing science, customer experience management consulting and implementation in support of these strategies. The consulting services were contracted under master terms and conditions with statements of work (“SOW”) defined for each project. A typical consulting SOW would span a period of 60-180 days and would usually be billed to the client based on certain milestones being achieved throughout the SOW. The Company recognized revenue based upon a percentage of completion of each SOW during each project. In addition, we typically incurred travel and other miscellaneous expenses during work on each SOW which was billed to our clients for reimbursement. The travel and miscellaneous expenses are recognized in revenue on a percentage of work complete basis. In addition, some clients would enter annual or long-term contracts that will have a monthly retainer for general consulting and project services. The revenue for these engagements is recognized on straight-line basis monthly during the term of the contract. As of April 1, 2022, MCX no longer has been signing new client engagements within TCE as we are not pursuing that segment in order to focus on new technology platforms.

Accrued Revenues

The timing of revenue recognition, invoicing and cash collections affect trade accounts receivable and accrued revenue on the Consolidated Balance Sheets. Accrued revenue represents revenue on contracts that is recognized according to performance obligations being met and exceeds the amount that has been billed to the customer. Accrued revenue is separately presented in the Consolidated Balance Sheets. For the three-month period ended March 31, 2024 there was no accrued revenue reported.

Deferred Revenues (Contract Liabilities)

The Company records deferred revenues when cash payments are received, including amounts which are refundable.

Payment terms vary by customer and the products or services offered. For certain products or services and customer types, full or a partial payment of the entire contract is required before the products or services are delivered to the customer.

During the three months ended March 31, 2024, and 2023 respectively there was no revenue recognized related to any contract liabilities included in deferred revenue.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Practical Expedients and Exemptions

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less and the commissions are only due and payable upon receipt of payment from the client. These costs are recorded within sales and marketing expenses. During the three months ended March 31, 2024, the Company did not incur any sales commissions.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Note 4: Stock-Based Compensation

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

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

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

The following table summarizes our stock option activity for the three months ended March 31, 2024:

			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	$	-

As of March 31, 2024, 290,000 stock options were exercisable and all were vested. There was no unrecognized compensation expense from stock options as of March 31, 2024.

There were no options granted during the three months ended March 31, 2024.

Note 5: Going Concern

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

We have had material operating losses, 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.

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

Net income (loss) per share was computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the three months ended March 31, 2024 and 2023, the assumed exercise of share options is anti-dilutive and are excluded from the determination of net income (loss) per share – basic and diluted. The share options were anti-dilutive due to the Company’s net loss or the Company’s common stock average market price was less than the share options exercise price. Accordingly, net income/(loss) per share basic and diluted are equal in all periods presented. Securities that were not included in the diluted per share calculations because they would be anti-dilutive were options to purchase common stock of 290,000 and 690,000 for the three months ended March 31, 2024 and 2023, respectively.

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

Cautionary Statement

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

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

Critical Accounting Policies and Estimates

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

A description of the Company’s critical accounting policies and related judgments and estimates that affect the preparation of the Company’s financial statements is set forth in under the heading “Critical Accounting Policies and Estimates” in Item 7, Management’s Discussion and Analysis of the Company’s Annual Report on Form 10-K for the year ended December 31, 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.

Overview

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.

Sources of Revenue

Prior to the sale of McorpCX, LLC in August 2020, our revenue consisted primarily of fees from professional and consulting services and other revenue primarily related to the reimbursement of expenses mostly through the operations of 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.

Operating Expenses

Cost of Goods Sold

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

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.

Results of Operations

Revenues and Cost of Goods Sold

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

2024

2023

Change from

Prior Year

Percent Change from Prior Year

Three Months Ended March 31,

(10,113

)

(89,883

)

79,770

88.8

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.

Salaries and Wages

2024

2023

Change from

Prior Year

Percent Change from Prior Year

Three Months Ended March 31

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 Services

2024

2023

Change from

Prior Year

Percent Change from Prior Year

Three Months Ended March 31

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

2024

2023

Change from

Prior Year

Percent Change from Prior Year

Three Months Ended March 31,

10,113

90,760

(80,647

)

(88.9

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

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.

Liquidity and Capital Resources

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

	March 31,			December 31,
	2024			2023
Cash and cash equivalents	$	43,525		$	46,069
Working capital	$	(52,886	)	$	(42,698	)

Anticipated Uses of Cash

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.

Cash Flow – Three months ended March 31, 2024 and 2023

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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

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

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedure

Pursuant to Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s 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.

Changes in Internal Controls

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

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

RISK FACTORS.

In addition to the other information set forth in this Quarterly Report (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.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Securities

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

Purchases of Equity Securities

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.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION.

(a)	Not applicable.

ITEM 6.

EXHIBITS.

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

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Changes in Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included as Exhibit 101).

*Furnished, not filed

SIGNATURES

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

	MCX TECHNOLOGIES CORPORATION


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

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

EXHIBIT INDEX

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

101

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included as Exhibit 101).

*Furnished, not filed

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Christopher Rowlison, certify that:

1.	I have reviewed this Form 10-Q for the quarterly period ended March 31, 2024 of MCX Technologies Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 3, 2024	*/s/* Christopher Rowlison
	Christopher Rowlison
	Interim Chief Executive Officer

Exhibit 31.2

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Gregg Budoi, certify that:

1.	I have reviewed this Form 10-Q for the quarterly period ended March 31, 2024 of MCX Technologies Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 3, 2024	/s/ Gregg Budoi
	Gregg Budoi
	Interim Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MCX Technologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher Rowlison, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Company lacks the financial resources to complete an audit of its December 31, 2023 financial statements nor an auditor review of its first quarter ended March 31, 2024 financial statements and, as such, the financial results presented in this Report are based on unaudited financial statements; otherwise, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and.

	(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 3rd day of June 2024.

	*/s/* Christopher Rowlison
	Christopher Rowlison
	Interim Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MCX Technologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg Budoi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Company lacks the financial resources to complete an audit of its December 31, 2023 financial statements nor an auditor review of its first quarter ended March 31, 2024 financial statements and, as such, the financial results presented in this Report are based on unaudited financial statements; otherwise, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and.

	(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 3rd day of June 2024.

	/s/ Gregg Budoi
	Gregg Budoi
	Interim Chief Financial Officer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 31, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	000-54918
Entity Registrant Name	MCX TECHNOLOGIES CORPORATION
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	26-0030631
Entity Address, Address Line One	176 South Capital Blvd.
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83702
City Area Code	208
Local Phone Number	863-6243
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		20,426,158
Entity Central Index Key	0001535079
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 43,525	$ 46,069
Accounts receivable	0	0
Other current assets	0	0
Total current assets	43,525	46,069
Long term assets:
Total assets	43,525	62,195
Liabilities
Accounts payable and accrued liabilities	96,411	88,767
Deferred revenue	0	0
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	0	0
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
Related Party [Member]
Long term assets:
Notes receivable - related party	0	16,126
Liabilities
Note Payable – Related Party	$ 0	$ 16,201

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands	Mar. 31, 2024	Dec. 31, 2023
Common Stock, No Par Value (in dollars per share)	$ 0	$ 0
Common Stock, Shares Authorized (in shares)	500,000,000	500,000,000
Common Stock, Shares, Issued (in shares)	20,426,158	20,426,158
Common Stock, Shares, Outstanding (in shares)	20,426,158	20,426,158

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue, net	$ 0	$ 0
Cost of goods sold	0	0
Gross profit (loss)	0	0
Expenses
Salaries and wages	0
Contract services	0	0
Other general and administrative	10,113	90,760
Total expenses	10,113	90,760
Net operating loss	(10,113)	(90,760)
Other income (expense)	0	877
Net loss	$ (10,113)	$ (89,883)
Net loss per share-basic and diluted:
Loss per share-basic and diluted (in dollars per share)	$ (0.0005)	$ (0.004)
Weighted average common shares outstanding-basic and diluted (in shares)	20,426,158	20,426,158

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2022	20,426,158
Balance at Dec. 31, 2022	$ 0	$ 6,620,217	$ (6,465,860)	$ 154,357
Net loss	$ 0	0	(89,883)	(89,883)
Balance (in shares) at Mar. 31, 2023	20,426,158
Balance at Mar. 31, 2023	$ 0	6,620,217	(6,555,743)	$ 64,474
Balance (in shares) at Dec. 31, 2023	20,426,158			20,426,158
Balance at Dec. 31, 2023	$ 0	6,620,217	(6,662,990)	$ (42,773)
Net loss	$ 0	0	(10,113)	$ (10,113)
Balance (in shares) at Mar. 31, 2024	20,426,158			20,426,158
Balance at Mar. 31, 2024	$ 0	$ 6,620,217	$ (6,673,103)	$ (52,886)

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 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	0	0
Gain on the sale of land	0	0
Accounts receivable	0	0
Accrued revenue		(0)
Other assets	0	(2,143)
Accounts payable and accrued liabilities	7,644	(5,720)
Deferred revenue	0	0
Net cash used in operating activities	(2,469)	(97,746)
INVESTING ACTIVITIES
Net cash provided by investing activities	16,126	78,334
Net Cash Provided by (Used in) Financing Activities [Abstract]
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	0	0
Cash paid for income taxes	0	0
Related Party [Member]
INVESTING ACTIVITIES
Cash received from notes receivable - related party	16,126	78,334
Net Cash Provided by (Used in) Financing Activities [Abstract]
Payment on Note Payable – Related Party	(16,201)
Proceeds from Note Payable – Related Party	$ 0	$ 20,000

Note 1 - Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

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

Note 1: Organization and Basis of Presentation

Our common stock trades on the TSX Venture Exchange in Canada under the symbol “MCX” and on the OTC Pink Sheets in the United States under the symbol “MCCX”.

Note 2 - Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

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

Note 2: Recent Accounting Pronouncements

Note 3 - Revenues

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

Note 3: Revenues

Consulting Service Revenues

Accrued Revenues

Deferred Revenues (Contract Liabilities)

The Company records deferred revenues when cash payments are received, including amounts which are refundable.

During the three months ended March 31, 2024, and 2023 respectively there was no revenue recognized related to any contract liabilities included in deferred revenue.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Practical Expedients and Exemptions

Note 4 - Stock-based Compensation

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 4: Stock-Based Compensation

The following table summarizes our stock option activity for the three months ended March 31, 2024:

			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	$	-

As of March 31, 2024, 290,000 stock options were exercisable and all were vested. There was no unrecognized compensation expense from stock options as of March 31, 2024.

There were no options granted during the three months ended March 31, 2024.

Note 5 - Going Concern

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

Note 5: Going Concern

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

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

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

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

Insider Trading Arrangements

3 Months Ended

Mar. 31, 2024

Insider Trading Arr Line Items

Material Terms of Trading Arrangement [Text Block]

ITEM 5.

OTHER INFORMATION.

(a)	Not applicable.

Rule 10b5-1 Arrangement Adopted [Flag]

false

Non-Rule 10b5-1 Arrangement Adopted [Flag]

false

Rule 10b5-1 Arrangement Terminated [Flag]

false

Non-Rule 10b5-1 Arrangement Terminated [Flag]

false

Note 4 - Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

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

			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	$	-

Note 1 - Organization and Basis of Presentation (Details Textual) - Discontinued Operations, Disposed of by Sale [Member] - McorpCX LLC [Member] - USD ($)				1 Months Ended	4 Months Ended
	Jun. 11, 2021	Aug. 03, 2020	Apr. 15, 2020	Jul. 01, 2021	Aug. 03, 2020
Proceeds from Divestiture of Interest in Consolidated Subsidiaries		$ 252,000	$ 100,000		$ 352,000
Financing Receivable, after Allowance for Credit Loss		$ 756,000			$ 756,000
Notes Receivable, Interest Rate			0.99%
Notes Receivable, Monthly Principal Payments to be Received	$ 20,000		$ 7,292
Proceeds from Collection of Notes Receivable				$ 100,000

Note 3 - Revenues (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
Note 3 - Revenues (Details Textual) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue from Contract with Customer, Including Assessed Tax	$ 0	$ 0	$ 0
Contract with Customer, Liability, Revenue Recognized	0	0
Contract with Customer, Asset, after Allowance for Credit Loss	0	$ 0
Accrued Sales Commission	$ 0

Note 4 - Stock-based Compensation (Details Textual) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 10, 2016	Mar. 31, 2024	Dec. 31, 2008
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum	10.00%		30.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)			2,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares)		290,000
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount		$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)		0
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	10 years

Note 4 - Stock-based Compensation - Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Options outstanding, balance (in shares)	290,000
Weighted average exercise price, outstanding balance (in dollars per share)	$ 0.3
Weighted average remaining contractual term, outstanding balance (Year)	4 years 4 months 17 days	4 years 7 months 17 days
Aggregate intrinsic value, outstanding balance	$ 0	$ 0
Granted (in shares)	0
Exercised (in shares)	0
Forfeited or expired (in shares)	0
Options outstanding, balance (in shares)	290,000	290,000
Weighted average exercise price, outstanding balance (in dollars per share)	$ 0.3	$ 0.3
Options exercisable (in shares)	290,000
Weighted average exercise price, options exercisable (in dollars per share)	$ 0.3
Weighted average remaining contractual term, options exercisable (Year)	4 years 4 months 17 days
Aggregate intrinsic value, options exercisable	$ 0

Note 5 - Going Concern (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
Note 5 - Going Concern (Details Textual) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue from Contract with Customer, Including Assessed Tax	$ 0	$ 0	$ 0

Note 6 - Basic and Diluted Net Income / (Loss) per Share (Details Textual) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	290,000	690,000

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