Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant	[X]
Filed by Party other than the Registrant	[ ]

[X]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to § 240.14a-12

MCORPCX, INC.

(Exact name of Registrant as specified in its charter.)

Commission File number 000-54918

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.

[ ]	Fee computed on table below per Exchange Act Rules 14c-6(i) and 0-11:
	1.	Title of each class of securities to which transaction applies:
	2.	Aggregate number of securities to which transaction applies:
	3.	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	4.	Proposed maximum aggregate value of transaction:
	5.	Total fee paid:

[ ]	Fee paid previously with preliminary materials.

[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1.	Amount Previously Paid;
	2.	Form, Schedule or Registration Statement No.
	3.	Filing Party:
	4.	Date Filed:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

August 10, 2016

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of McorpCX, Inc. (the "Company") will be held at our corporate headquarters at 201 Spear Street, Suite 1100, San Francisco, California 94105 telephone (415) 526-2655 at 11:00 a.m. Pacific Time on August 10, 2016, for the following purposes, as more fully described in the accompanying proxy statement:

(1)	To elect four directors nominated by the Company's board of directors to serve until the 2017 Annual Meeting of Stockholders;

(2)	To amend the Company's Articles of Incorporation to increase the total number of shares which the Company is authorized to issue from thirty million (30,000,000) shares of common stock to five hundred million (500,000,000) shares of common stock;

(3)	To approve the MCorpCX Amended and Restated Stock Option Plan;

(4)	Ratify the selection of MaloneBailey LLP as our independent auditor for 2016;

(5)	To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the enclosed proxy statement; and,

(6)	To transact any other business properly brought before the meeting.

The board of directors of the Company has fixed the close of business on June 29, 2016 as the record date for the determination of stockholders entitled to vote at the meeting or any adjournment, postponement or rescheduling thereof.

For information on how to vote, please refer to the instructions on the accompanying proxy card, or review the section titled "Commonly Asked Questions and Answers" beginning on page 2 of the accompanying proxy statement.

	BY ORDER OF THE BOARD OF DIRECTORS
	Michael Hinshaw Chairman of the Board

June [ ], 2016

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 10, 2016: Our proxy statement and our Annual Report on Form 10-K, are available at www.investorvote.com/MCCX a site that does not have "cookies" that identify visitors to the site.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO CAST YOUR VOTE AND SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM. AS AN ALTERNATIVE TO VOTING IN PERSON AT THE ANNUAL MEETING, YOU MAY VOTE VIA THE INTERNET, OVER THE TELEPHONE, OR BY MAIL. A PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

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PROXY STATEMENT

TABLE OF CONTENTS

GENERAL INFORMATION - 1 -

COMMONLY ASKED QUESTIONS AND ANSWERS - 2 -

PROPOSAL NO. 1 - ELECTION OF DIRECTORS - 7 -

Nominees for Election as Directors - 7 -

EXECUTIVE OFFICERS - 9 -

Background of Officers - 9 -

Involvement in Certain Legal Proceedings - 11 -

CORPORATE GOVERNANCE AND BOARD MATTERS - 12 -

Board Meetings and Attendance - 12 -

Independence of Directors - 12 -

Board Leadership Structure - 12 -

Risk Oversight - 13 -

Our Director Nominations Process - 13 -

The Committees of the Board - 14 -

Audit Committee and Charter - 14 -

Audit Committee Financial Expert - 15 -

Code of Ethics - 15 -

Whistleblower Policy - 15 -

Section 16(a) of the Securities Exchange Act of 1934 - 15 -

EXECUTIVE COMPENSATION - 16 -

Compensation Committee Interlocks and Insider Participation - 18 -

CERTAIN RELATIONSHIPS AND TRANSACTIONS - 18 -

Related Party Transactions - 18 -

Review and Approval of Related Party Transactions - 19 -

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - 19 -

Securities Authorized for Issuance under Equity Compensation Plans - 21 -

PROPOSAL 2 – AMENDMENT TO THE ARTICLES OF INCORPORATION - 22 -

Increase in Authorized Shares of Common Stock - 22 -

Potential Anti-Takeover effect of the proposed amendment to the Articles of Incorporation - 22 -

Effectiveness of Amendment to Articles - 22 -

Vote Required and Recommendation - 23 -

PROPOSAL 3 – MCORPCX, INC. AMENDED AND RESTATED STOCK OPTION PLAN - 24 -

PROPOSAL 4 ‑ INDEPENDENT ACCOUNTANTS AND AUDITORS - 28 -

AUDIT COMMITTEE REPORT - 29 -

PROPOSAL 5 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION - 30 -

STOCKHOLDER PROPOSALS - 32 -

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING - 32 -

DUPLICATE ANNUAL REPORT AND PROXY STATEMENT - 33 -

OTHER MATTERS - 33 -

MISCELLANEOUS - 33 -

APPENDIX A - 34 -

APPENDIX B - 35 -

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MCORPCX, INC.

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement ("Proxy Statement") and the accompanying proxy card are furnished in connection with the solicitation by the board of directors (the "Board" or the "Board of Directors") of McorpCX, Inc. (the "Company" or "McorpCX") of proxies to be used at the Annual Meeting of Stockholders of the Company to be held at 201 Spear Street, Suite 1100, San Francisco, California 94105, 11:00 a.m. Pacific Time on August 10, 2016 (the "Annual Meeting"), and any adjournments or postponements thereof. The Company's mailing address is 201 Spear Street, Suite 1100, San Francisco, California 94105.

If a proxy in the accompanying form ("Proxy") is properly executed and received by us prior to the Annual Meeting or any adjournment, postponement or rescheduling thereof, our shares of common stock, no par value per share ("Shares") represented by such Proxy will be voted in the manner directed. In the absence of voting instructions, the Shares will be voted for the proposals set out in the accompanying Notice of Annual Meeting of Stockholders. Please see the Proxy for voting instructions.

A Proxy may be revoked at any time prior to its use by filing a written notice of revocation of proxy or a later dated Proxy with Computershare Investor Services, the Company's registrar and transfer agent, at 250 Royall St, Canton, Massachusetts, 02021. A Proxy may also be revoked by submitting another Proxy with a later date over the internet, to our registrar and transfer agent or by voting in person at the Annual Meeting. Attending the Annual Meeting will not, in and of itself, constitute revocation of a Proxy.

Proxies for the Annual Meeting will be solicited by the Company primarily by mail. Proxies may also be solicited personally by our directors, officers or regular employees without additional compensation. We may reimburse banks, broker-dealers or other nominees for their reasonable expenses in forwarding the proxy materials for the Annual Meeting to beneficial owners of Shares. The costs of this solicitation will be borne by the Company.

Section 602(a) of the California Corporations Code provides that a majority of the shares entitled to vote shall constitute a quorum at a meeting of stockholders. Abstentions, withheld votes and shares held of record by a broker or its nominee that are voted on any matter are included in determining the number of votes present.

The approximate date on which this Proxy Statement, our annual report on Form 10-K for the fiscal year ended December 31, 2015 and the enclosed Proxy are first being given or sent to stockholders is July [ ], 2016.

Your vote is important — we urge you to vote by Proxy even if you plan to attend the Annual Meeting.

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COMMONLY ASKED QUESTIONS AND ANSWERS

Q: Why am I receiving this Proxy Statement and Proxy?

A:	This Proxy Statement describes the proposals upon which you, as a stockholder, will vote. It also gives you information on the proposals, as well as other information so that you can make an informed decision.

Q: What is the Proxy?

The Proxy enables you to appoint Michael Hinshaw as your representative at the Annual Meeting. By completing and returning the Proxy, you are authorizing Mr. Hinshaw to vote your Shares at the Annual Meeting as you have instructed on the Proxy. This way your Shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea to complete and return your Proxy before the date of the Annual Meeting just in case your plans change.

Q:	What happens if you do not indicate how your Shares are to be voted?

If you submit your executed Proxy designating Mr. Hinshaw as the individual authorized to vote your Shares, but you do not indicate how your Shares are to be voted, then your Shares will be voted by Mr. Hinshaw in accordance with the Board's recommendations, which are described in this Proxy Statement. In addition, if any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this Proxy Statement), then Mr. Hinshaw will have the authority to vote your shares on those other matters in accordance with his discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this Proxy Statement.

Q: Who can vote at the Meeting?

Registered stockholders who own our Shares on June 29, 2016 (the "Record Date") may attend and vote at the Meeting. Each Share is entitled to one vote. There were 20,426,158 Shares outstanding on the Record Date. If you own your Shares through a brokerage account or in another nominee form, you must provide instructions to the broker or nominee as to how your Shares should be voted. Your broker or nominee will generally provide you with the appropriate forms at the time you receive this Proxy Statement. If you own your Shares through a brokerage account or nominee, you cannot vote in person at the Annual Meeting unless you receive a Proxy from the broker or the nominee.

The list of stockholders entitled to vote at the Annual Meeting will be open for the examination by any stockholder for any purpose relevant to the Annual Meeting during normal business hours for 10 days before the Annual Meeting at the Company's registered office in our statutory registered agent's office at Computershare Investor Services, 250 Royall St, Canton, Massachusetts, 02021. The list will also be available during the Annual Meeting for inspection by stockholders.

You are entitled to attend the Annual Meeting only if you are a stockholder of record or a beneficial owner as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admission to the Annual Meeting. Note that even if you attend the Annual Meeting, you cannot vote the Shares that are held by your nominee unless you have a proxy from your nominee.

Q: How can Shares held through a brokerage account be voted?

If your shares are not registered in your name but in the "street name" of a bank, broker or other holder of record, then your name will not appear in the Company's register of stockholders. Those Shares are held in your nominee's name, on your behalf, and your nominee will be entitled to vote your Shares. Your nominee

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is required to vote your Shares in accordance with your instructions. If you do not give instructions to your nominee, your nominee will be entitled to vote your Shares with respect to "discretionary" items. On non-routine items, nominees cannot vote without instructions from the beneficial owner, which if such instructions are not given result in "broker non-votes". For the purposes of the Annual Meeting, brokers are able to vote on the ratification of MaloneBailey LLP as our independent auditors without instructions from the beneficial owner of the Shares being voted, while all of the other matters to be voted on require voting instructions from the underlying beneficial owner or such Shares will be considered broker non-votes.

Q: What am I voting on?

We are asking you to: (i) vote for the election of the Company's directors for the ensuing year; (ii) approve an amendment to the Company's articles of incorporation to increase the number of authorized Shares to 500,000,000 Shares, (iii) approve the adoption of the Company's Amended and Restated Stock Option Plan (iv) ratify the selection of MaloneBailey LLP as our independent auditors; and (v) approve, on a non-binding advisory basis, the compensation of the Company's executive officers as disclosed in this Proxy Statement.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR
OF EACH OF THESE PROPOSALS.

Q: How do I vote?

A:	Registered stockholders may vote in person at the Annual Meeting, by mail, by phone, or on the Internet.

Voting by Mail . Complete, date, sign and mail the Proxy in the enclosed postage pre-paid envelope. If you mark your voting instructions on the Proxy, your Shares will be voted as you instruct. Please see the Proxy for voting instructions. In order for your Proxy to be validly submitted and for your Shares to be voted in accordance with your instructions, we must receive your mailed proxy card by 11:59 p.m. Pacific Time on August 9, 2016.

Voting by Telephone. Call the toll-free number listed on the Proxy from any touch-tone telephone and follow the instructions. You should have your Proxy in hand when you call.

Voting in Person . If you attend the Annual Meeting, you may vote as instructed at the Annual Meeting. However, if you hold your Shares in street name (that is, through a broker/dealer or other nominee), you will need to bring to the Annual Meeting a Proxy delivered to you by such nominee reflecting your Share ownership as of the Record Date.

Voting on the Internet . Go to www.investorvote.com/tickersymbol and follow the instructions. You should have your Proxy in hand when you access the website.

If you own your Shares through a brokerage account or in other nominee form, you should follow the instructions you receive from the record holder to see which voting methods are available.

Your vote is very important to us. If you do not plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your completed Proxy prior to the Annual Meeting in accordance with the above instructions so that your Shares will be represented and voted in accordance with your instructions.

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Even if you plan to attend the Annual Meeting in person, we recommend that you vote your Shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Q: What does it mean if I receive more than one Proxy?

A:	It means that you hold Shares in multiple accounts. Please complete and return all Proxies to ensure that all your Shares are voted in accordance with your instructions.

Q: What if I change my mind after returning my Proxy?

A:	If you are a registered stockholder, you may revoke your Proxy and change your vote at any time before it is voted at the Annual Meeting. You may do this by:

·	sending a signed notice of revocation of proxy to Computershare Investor Services, our registrar and transfer agent, at 250 Royall St, Canton, Massachusetts, 02021, stating that the Proxy is revoked; or

·	submitting another Proxy with a later date over the Internet, by telephone, or to our registrar and transfer agent at the address set out above; or

·	voting at the Annual Meeting.

If you wish to revoke your submitted Proxy and submit new voting instructions by mail, by telephone, or over the Internet then we must receive a new Proxy with your new voting instructions by 11:59 p.m. Pacific Time on August 9, 2016.

Your Proxy will not be revoked if you attend the Annual Meeting but do not vote.

If you own your Shares through a broker or other nominee and wish to change your vote, you must send those instructions to your broker or nominee.

Q: Will my Shares be voted if I do not sign and return my Proxy?

A:	If your Shares are registered in your name, they will not be voted unless you submit your Proxy or vote in person at the Annual Meeting. If your Shares are held in street name, your broker/dealer or other nominee will not have the authority to vote your Shares unless you provide instructions.

Q: Who will count the votes?

A:	Agents of the Company will tabulate the Proxies. Additionally, votes cast by stockholders voting in person at the Annual Meeting are tabulated by a person who is appointed by our management before the Annual Meeting.

Q: How many Shares must be present to hold the Meeting?

Section 602(a) of the California Corporations Code provides that a majority of the Shares entitled to vote shall constitute a quorum at a meeting of stockholders. Consequently, to hold the Annual Meeting and conduct business, at least a majority of the outstanding Shares entitled to vote at the Annual Meeting must be present at the Annual Meeting. This is called a quorum.

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Votes are counted as present at the Annual Meeting if a stockholder either:

·	is present and votes in person at the Meeting; or

·	has properly submitted a Proxy.

Abstentions and broker non-votes (Shares held by a broker/dealer or other nominee that are not voted because the broker/dealer or other nominee does not have the authority to vote on a particular matter) will be counted for the purposes of establishing a quorum.

Q: How many votes are required to elect directors?

A:	To be elected, a director nominee must receive a plurality of the votes cast at the Annual Meeting. Only votes cast FOR a nominee will be counted. Votes withheld and broker non-votes will be excluded entirely from the vote.

Q: How many votes are required to adopt the other proposals?

The approval of the adoption of the Company's Amended and Restated Stock Option Plan, the ratification of the appointment of MaloneBailey LLP, and the approval of the compensation of the Company's named executive officers will all require the affirmative vote of a majority of the Shares represented at the Annual Meeting and entitled to vote thereon. The approval of the amendments to our articles of incorporation will require the affirmative vote of the majority of outstanding Shares outstanding on the Record Date.

Q: What is the effect of withholding votes or "abstaining"?

You can withhold your vote for any nominee in the election of directors. Withheld votes will be excluded entirely from the vote and will have no effect on the outcome. On other proposals, you can "Abstain". If you abstain, your Shares will be counted as present at the Annual Meeting for purposes of that proposal and your abstention will have the effect of a vote against the proposal.

Q: How are votes counted?

A:	You may vote "For" or "Withhold" your vote on the proposal to elect directors. You may vote "For" or "Against" or "Abstain" on the other proposals outlined in this Proxy Statement. If you abstain from voting on a proposal, it will have the practical effect of voting against the proposal.

If you sign and return your Proxy without voting instructions, your Shares will be counted as a "For" vote in favor of each proposal.

Q:	Could other matters be discussed at the Meeting?

We do not know of any other matters to be brought before the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration, the person named in the Proxy will have the discretion to vote on those matters on your behalf.

Q: Where and when will I be able to find the voting results?

A:	You can find the official results of voting at the Annual Meeting in a current report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") within four business days of the Meeting.

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Q:	Do you have plans to implement rules that allow companies to direct their shareholders to an on-line copy of the proxy materials, rather than sending them paper copies?

SEC rules allow companies to mail their stockholders a notice that their proxy materials can be accessed over the internet, instead of sending a paper copy of the proxy statement and annual report. We have decided not to adopt this new delivery method for the Annual Meeting. We are considering how to realize the cost savings opportunity and environmental benefits of this new rule while still maintaining a meaningful and convenient proxy process for our stockholders.

Q: Who do I contact if I have any further questions?

A:	If you have questions or require any assistance with voting your Shares, please contact the Company's President, Michael Hinshaw at McorpCX, Inc., 201 Spear Street, Suite 1100, San Francisco, California 94105, Telephone (415) 526-2655. Mr. Hinshaw is also our chairman of the Board.

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PROPOSAL NO. 1 - ELECTION OF DIRECTORS

In the election of directors, every stockholder has the right to vote each Share owned by such stockholder on the Record Date for as many persons as there are directors to be elected. Four directors are to be elected at the Annual Meeting to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Cumulative voting is not permitted. To be elected, a nominee must receive a plurality of the votes cast at the Annual Meeting. Only votes cast FOR a nominee will be counted. Abstentions, votes withheld and broker non-votes will be excluded entirely from the vote.

NOMINEES

Michael Hinshaw

Ashley Garnot

Hugh Rogers

Daniel Carlson

Each of our directors serves until his or her successor is elected and qualified.

OUR BOARD RECOMMENDS A VOTE " FOR " EACH OF THE NOMINEES LISTED ABOVE.

Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors, nominees or officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary or other affiliate of the Company.

We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities and other traits discussed below in "Our Director Nominations Process". We also endeavor to have a Board representing a range of skills and depth of experience in areas that are relevant to and contribute to the Board's oversight of our operations.

The Board believes its current size is appropriate for the size and scope of our business.

We believe that the following nominees represent a desirable mix of backgrounds, skills and experiences. Additionally, we believe that the specific leadership skills and other experiences of the nominees described below, particularly in the areas of technology, senior executive leadership, financial accounting/reporting, provide us with the perspectives and judgment necessary to guide our strategies and monitor their execution.

Nominees for Election as Directors

Michael Hinshaw , age 53. Since March 31, 2006, Mr. Hinshaw has been our President, Chief Executive Officer, Principal Accounting Officer and a director. Mr. Hinshaw has served as Treasurer and Principal Accounting Officer since December 7, 2011. From December 7, 2011 until November 20, 2015, Mr. Hinshaw was our Chief Financial Officer. Mr. Hinshaw founded The Innes Group, Inc. (now McorpCX, 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.

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Specific Qualifications, Attributes, Skills and Experience. Mr. Hinshaw possesses particular knowledge and experience in our business as our "founder" and as our current Chief Executive Officer. He also has broad knowledge and experience in brand strategy and management consulting. Through his experience and background, Mr. Hinshaw provides vision and leadership to the Board. Mr. Hinshaw also provides the Board with insight and information regarding our strategy, operations and business

Daniel Carlson , age 48, director since November 20, 2015. S ince September 2015, Mr. Carlson has been a member of the board of directors of Quantum Materials Corp., a nanotechnology company specializing in the design, development, production, and supply of high-heat resistant quantum dots located in San Marcos, Texas. From December 2009 to July 2015, Mr. Carlson was chief financial officer for LIFE Power & Fuels, an energy prospecting and investment firm located in San Anselmo, California. From July 2012 to July 2015, Mr. Carlson was chief financial officer for American Sands Energy Corp., a development stage company located in Salt Lake City, Utah that proposes to engage in the clear extraction of bitumen from oil sands in the Mountain West region of North America using proprietary technology. Mr. Carlson was a member of the board of directors of American Sand Energy Corp. from February 2012 to July 2015. Form May 2010 to June 2011, Mr. Carlson was chief financial officer for Colombia Energy Resources Inc., a coal mining company located in San Anselmo, California. Mr. Carlson was a member of the board of directors of Colombia Energy Resources Inc. from May 2010 to December 2011. Mr. Carlson was also Managing Director of European American Equities, Inc., a registered broker-dealer, from January 2009 until June 2010 and served as a non-executive director for China Precision Steel, Inc., a NASDAQ-listed Chinese steel processor, from 2006 through 2012. From September 2008 to December 2012, Mr. Carlson was managing director of European American Equities, a broker-dealer located in New York City. From June 2006 to September 2008, Mr. Carlson was managing director for Primary LLC, an investment banking firm located in New York City. From September 2005 to June 2006, Mr. Carlson was a contributing editor for Dealflow Media, a research firm located in Petaluma, California.

Specific Qualifications, Attributes, Skills and Experience. Mr. Carlson has extensive board of director and executive experience from a number of venture public companies of similar size to the Company. He also brings to the Board significant knowledge of the United States capital markets as a result of his investment banking experience and SEC reporting requirements as a result of experience at various public companies. Further, as a former chief financial officer for multiple companies, Mr. Carlson has substantial knowledge relating to the financial accounting and auditing processes.

Hugh Rogers , age 36, director since November 20, 2015. Since March 2015, Mr. Rogers has been a member of the board of directors and is the CEO of Coronado Resources Ltd., a junior resource company. Since April 2015 he has been the VP Corporate Finance for 3D Signatures Inc., a private Canadian biotechnology company with a highly accurate digital platform for personalized diagnostics and prognostics for cancer and neurodegenerative disorders. From December 2012 to June 2013 Mr. Rogers was responsible for business development of Huldra Silver Inc., a mining and resource prospecting firm located in Vancouver, British Columbia. From November 2011 to November 2012, Mr. Rogers was a self-employed corporate development consultant located in Vancouver, British Columbia. From April 2011 to October 2011, Mr. Rogers was corporate counsel for Zimtu Capital Corp., a corporation that invests in mining and resources located in Vancouver British Columbia. From May 2010 to March 2011, Mr. Rogers was self-employed as an attorney specializing in litigation. From May 2009 to April 2010, Mr. Rogers was an Articled Student for Legal Services Society of British Columbia. Mr. Rogers is an attorney licensed to practice law in British Columbia, and is an active member of The Law Society of British Columbia. Mr. Rogers holds a B.Sc. degree from the University of British Columbia, and holds a Legum Baccalaureus (LLB) degree from University of New Brunswick.

Specific Qualifications, Attributes, Skills and Experience. Mr. Rogers brings to the Board extensive knowledge of the public company reporting requirements in both Canada and the United States as a result of his senior level experience with publicly traded companies in both Canada and the United States. Additionally, as a CEO of a company whose shares are traded in both Canada and the United States, Mr. Rogers brings to the Board chief executive experience in a cross-border context.

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Ashley Garnot , age 29, director since December 7, 2011. Since October 2011, Ms. Garnot has been a management consultant for Coronado Resources Ltd. (TSX-V: CRD), and is a member of that company's board of directors. Since January 2012, Ms. Garnot has been a management consultant for private equity Investment Company Pacific Reach Management and TAG Oil Ltd. (TSX: TAO). Since February 2015, Ms. Garnot has been the General Manager for TAG Oil Ltd. 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.

Specific Qualifications, Attributes, Skills and Experience. Ms. Garnot brings to the Board public company board experience as well as significant business experience as a management consultant for public companies.

EXECUTIVE OFFICERS

Each of our officers is appointed by the Board to a term of one (1) year and serves until his or her successor is duly appointed and qualified, or until he or she is removed from office.

The names, ages and positions of our officers are set forth below: The address of our officers is the same as the Company's address at 201 Spear Street, Suite 1100, San Francisco, California 94105.

Name and Address	Age	Position(s)

Michael Hinshaw 201 Spear Street, Suite 1100 San Francisco, CA 94105	53	President, Chief Executive Officer, Treasurer, Principal Accounting Officer and a member of the Board of Directors
Lynn Davison 201 Spear Street, Suite 1100 San Francisco, CA 94105	51	Chief Operating Officer

Barry MacNeil 201 Spear Street, Suite 1100 San Francisco, CA 94105	54	Chief Financial Officer

Stephan Shay 201 Spear Street, Suite 1100 San Francisco, CA 94105	56	Vice President

Giuseppe Perone 201 Spear Street, Suite 1100 San Francisco, CA 94105	36	Corporate Secretary

The people named above are expected to hold their offices/positions until the next annual meeting of our stockholders to be held in 2017.

Background of Officers

The following provides certain background information about each of our officers other than Michael Hinshaw, whose information appears above under "Nominees for Election as Directors":

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Lynn Davison – Chief Operating Officer

Since October 9, 2013, Ms. Davison has been our Chief Operating Officer, and has served as our Secretary from February 3, 2012 until November 20, 2015. 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.

Barry MacNeil – Chief Financial Officer

Barry MacNeil was appointed as Chief Financial Officer on November 20, 2015, due to his more than 20 years of accounting experience in public and private practice. Since March 2015 Mr. MacNeil has served as Controller for TAG Oil Ltd., an oil and gas exploration and production company headquartered in Vancouver British Columbia. From August 2012 Mr. MacNeil has served as CFO of Coronado Resources, a junior resource company. From October 2004 through March 2008, Mr. MacNeil served as a member of the board of directors, CFO and Secretary for Trans-Orient Petroleum Ltd., a company that invests in early-stage resource and technology companies. Trans-Orient Petroleum Ltd. Mr. MacNeil is a Chartered Public Accountant and earned a diploma in Financial Management from the British Columbia Institute of Technology.

Stephen Shay – Vice President

On May 16, 2015, Stephen Shay was appointed as our Vice President. Mr. Shay was appointed as Vice President because of his previous experience in accelerating business growth by building global sales teams, bringing enterprise-class technology solutions to market, executing mergers & acquisitions, and developing enterprise-wide customer and partner experience capabilities. Mr. Shay is engaged in areas of strategic planning, business development, client engagement management and furthering McorpCX's expertise, domain knowledge, and product and service offerings in the customer experience space. Prior to joining McorpCX, Mr. Shay enjoyed a nearly 21-year career with Microsoft Corporation, where he served as an executive leader in Sales, Operations, and IT. From November 2010 to September 2014, he was General Manager, Customer Experience, responsible for conceptualizing and driving high-impact initiatives designed to transform the customer centricity of the organization and delivering simplified, seamless, and successful interactions across the customer and partner lifecycle at Microsoft. From August 2005 to November 2010, Mr. Shay was General Manager, Strategy & Business Development, providing strategic leadership for the Sales, Marketing and Services functions supporting the company's acquisition growth strategy–building monetization and integration strategies for 90+ acquisitions with a total consideration of approximately $13 billion. Mr. Shay earned a Bachelor of Science Degree in Management & Computer Information Systems, from Park University, Kansas City, Missouri and completed additional undergraduate studies in architecture at the University of Kansas.

Giuseppe Perone – Secretary

On November 20, 2015, Giuseppe (Pino) Perone was appointed as our Secretary. Mr. Perone was appointed as our Secretary because of his experience practicing as a corporate lawyer, and his legal experience in a variety of corporate and commercial matters. Mr. Perone is in the private practice of law in British Columbia and since December 2009 Mr. Perone has served as General Counsel for TAG Oil Ltd., an oil and gas exploration and production company headquartered in Vancouver British Columbia. From September 2006 to November 2009 Mr. Perone served as General Counsel for DLJ Management Corp., a consulting company in Vancouver Canada and from September 2005

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to August 2006 Mr. Perone served as an Articled Student with Lang Michener LLP. Mr. Perone was a member of the board of directors for TAG Oil Ltd from July 2007 to December 2009. From December 2010, Mr. Perone has been the Secretary for TAG Oil Ltd. Mr. Perone was also a member of the board of directors for Coronado Resources Ltd. from August 2012 to March 2013 and served as the Secretary for Coronado Resources Ltd. from August 2012 until present. Coronado Resources Ltd. is a junior resource company.

Involvement in Certain Legal Proceedings

During the past ten years, none of our directors, director nominees or officers have been the subject of any of the following events:

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;

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.

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;

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;

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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:

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

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.

CORPORATE GOVERNANCE AND BOARD MATTERS

Board Meetings and Attendance

The Board met four times during fiscal 2015. Each member of the Board attended at least 75% of all meetings of our Board and of the committees of the Board on which they served in 2015 that took place since each such director's appointment to the Board. Although we do not have a formal policy with respect to attendance of directors at our annual meetings, all directors are encouraged and expected to attend such meetings if possible. All of our directors who were currently serving on the Board at the time the annual meeting was held in June 2015 attended such meeting.

Independence of Directors

Our Shares is not listed on a national securities exchange or an inter-dealer quotation system that requires that a majority of our Board of Directors consist of independent directors. Under these circumstances, the rules of the SEC require that we identify which of our directors is independent using a definition for independence for directors of a national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be independent. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, with us, our senior management and our independent registered public accounting firm, our Board of Directors has determined that three of our directors, Messrs. Rogers and Carlson and Ms. Garnot are independent directors under standards established by the NASDAQ Stock Market.

Board Leadership Structure

The Board has determined that having the Company's Chief Executive Officer also serve as Chairman of the Board is in the best interests of Company's stockholders. Given the Company's size and Mr. Hinshaw's in-depth knowledge of the Company's business, his leadership in formulating and implementing strategic initiatives and the market environment, the Board believes that having one leader serving as both Chairman and Chief Executive Officer provides the most decisive and effective leadership for the Company. Further, having a combined Chairman and Chief Executive Officer enables the Company to speak with a unified voice to the Company's stockholders, employees, governmental and regulatory agencies and other stakeholders. The Board believes that this current leadership structure is optimal for the Company because it provides the Company with strong, consistent leadership.

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Risk Oversight

The Company's officers are responsible for assessing and managing our various exposures to risk on a day-to-day basis, including the creation and implementation of appropriate risk management policies and programs.

Our Board has overall responsibility for overseeing our officers in the execution of these responsibilities and for assessing our overall approach to risk management.

Additionally, while oversight of our risk management process is a full Board responsibility, the responsibility for monitoring financial risks has been delegated to the Board's audit committee. The audit committee meets periodically with management to review our major financial risk exposures and the steps our management has taken to monitor and control such exposures. Such risk exposures and steps are reported by the audit committee to the full Board.

The Board's role in risk oversight has not had any effect on the Board's leadership structure.

Our Director Nominations Process

Our Board is responsible for approving candidates for Board membership.

Criteria for Directors

Our Board believes that certain criteria should be met by director nominees to ensure effective corporate governance, support the Company's strategies and businesses, account for individual director attributes and the effect of the overall mix of those attributes on the Board's effectiveness, and support the successful recruitment of qualified candidates for the Board. Qualified candidates are those who, in the judgment of the Board, possess certain personal attributes and a sufficient mix of experience and related attributes to assure effective service on the Board. The personal attributes of director nominees that the Board considers include:

•	Experience. Each candidate should possess professional and personal experiences and expertise relevant to the Company's business operations.

•	Integrity . Each candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and has established a record of professional accomplishment in his or her chosen field;

•	Best Interests of All stockholders . Each candidate must be prepared to represent the best interests of all stockholders and not just one particular constituency;

•

Active Participation . Each candidate must be prepared to participate fully in Board activities, including attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and not have other personal or professional commitments that would, in the Board's sole judgment, interfere with or limit his or her ability to do so;

•	Independence . No candidate, or family member or affiliate or associate (as defined in federal securities laws) of a candidate, shall have any material personal, financial or professional interest in any present or potential competitor of the Company;

•	Collegiality . Each candidate should contribute positively to the existing chemistry and collegial culture among Board members; and

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•	Diversity . Each candidate should contribute to the Board's overall diversity – diversity being broadly construed to mean a variety of viewpoints, perspectives, personal and professional experiences and backgrounds, such as nationality, gender and ethnicity differences.

Processes for Identifying Director Candidates

The Board has two principal methods for identifying potential Board candidates (other than those proposed by stockholders, as discussed below). First, the Board solicits ideas for possible candidates from a number of sources, including other members of the Board, senior executives, individuals personally known to Board members and research.

The Board will also consider nominees recommended by the Company's stockholders as candidates for Board membership. A stockholder wishing to nominate a candidate for Board membership should provide written notice to the Board at the following address: 201 Spear Street, Suite 1100, San Francisco, California 94105. To nominate a candidate for election to the Board at an annual meeting, the notice must be received not less than 120 days before the first anniversary of the date of the Company's Proxy Statement released to stockholders in connection with the annual meeting held in the prior year. The notice should contain information about both the nominee and the stockholder making the nomination, including such information regarding each nominee required to be included in a proxy statement filed pursuant to SEC rules and regulations and such other information sufficient to allow the Board to determine if the candidate meets the criteria for Board membership described above. The Board may require that the proposed nominee furnish additional information to determine that person's eligibility to serve as a director. All recommendations will be brought to the attention of the Board.

Evaluation of Director Candidates

The Board will consider and evaluate all candidates identified through the processes described above, including incumbents and candidates proposed by stockholders.

If, based upon Board's initial evaluation, the candidate continues to be of interest, members of the Board may interview the candidate and communicate their evaluation to the rest of the Board. Additional meetings between the candidate and other members of the Board may also be arranged. Ultimately, background and reference checks may also be conducted by the Board.

The Committees of the Board

Due to the Company's current size, the only committee of the Board is an audit committee. The Board currently does not have a nominating or compensation committee and the functions normally performed by such committees are performed by the Board as a whole.

Audit Committee and Charter

We have a separately-designated audit committee of the Board that is comprised of the following directors: Michael Hinshaw, Daniel Carlson and Hugh Rogers, of which Mr. Carlson and Mr. Rogers are determined to be independent directors under the standards established by the NASDAQ Stock Market.

According to our audit committee charter, which is available on our website at http://investors.mcorp.cx, 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

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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.

Audit Committee Financial Expert

Our Board has also determined that Mr. Carlson qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

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 without the need of going to third parties outside of our organization.

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

Section 16(a) of the Securities Exchange Act of 1934, as amended ("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 SEC. Officers, directors and greater than 10% stockholders 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, with the exception of one officer who failed to file a Form 4 in connection with the issuance of stock options to such officer and an officer who failed to file a Form 3 in connection with becoming an officer and a Form 4 in connection with the issuance of stock options to such officer, all officers, directors and owners of 10% or more of our Shares have filed all reports required by Section 16(a) of the Exchange Act for the year ended December 31, 2015.

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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. A Board resolution dated December 17, 2015 later reset the exercise price of these options to $0.05 per share. 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. The options granted in 2011 vest as follows: 20% six months after the grant date, and 20% every six months thereafter until all options are fully vested while the options granted in 2013 have the following vesting schedule: i) 20% on the one year anniversary of the grant date, ii) 20% on the eighteen month anniversary of the grant date, iii) 20% on the two year anniversary of the grant date, iv) 20% on the thirty month anniversary of the grant date, and (v) the remaining 20% on the three year anniversary of the grant date.

On May 15, 2015, we granted Ms. Davison additional 10-year options, with an exercise price of $0.75 per share, to purchase 100,000 shares of our common stock. The options granted in 2015 vest as follows: 20% six months after the grant date, and 20% every six months thereafter until all options are fully vested.

On May 15, 2016 the Company entered into an employment agreement with Stephen Shay pursuant to which he agreed to serve as our Vice President. This initial agreement provided for an annual base salary of $250,000. In addition, Mr. Shay is eligible for bonus compensation as established by us from time to time. On May 15 2015, we granted Mr. Shay 10-year options, with an exercise price of $0.75 per share, to purchase 600,000 Shares.

On May 15, 2015, we granted Mr. Shay 10-year options, with an exercise price of $0.75 per share, to purchase 600,000 Shares. The options granted in 2015 vest as follows: 20% six months after the grant date and 20% every six months thereafter until all options are fully vested.

Michael Hinshaw does not have a written employment agreement with the Company. However, pursuant to the terms of a verbal agreement between Mr. Hinshaw and the Company, Mr. Hinshaw receives an annual base salary of $300,000 for his executive services to the Company.

The following table sets forth information with respect to compensation paid by us to our "named executive officers" (which includes our principle executive officer or "PEO" and our two highest compensated officers in 2015 outside of our PEO) for each of the last two years.

Summary Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							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	2015	300,000	0	0	0	0	0	8,945 ^[2]	308,945
President and Chief Executive Officer	2014	300,000	0	0	0	0	0	8,945 ^[2]	308,945

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Lynn Davison	2015	162,000	0	0	21,000	0	0	0	183,000
Chief Operating Officer	2014	143,250	0	0	0	0	0	0	143,250

Stephen Shay	2015	153,000	0	0	126,000	0	0	0	279,000
Vice President	2014	0	0	0	0	0	0	0	0

[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, 2015 and 2014 included in our Annual Report on Form 10-K.

[2]	All other compensation for Michael Hinshaw for each of the years ended 2015 and 2014 consisted of payments for automobile lease.

The following table sets forth information with respect to compensation paid by us to our non-employee directors (all directors except Mr. Hinshaw) during the last completed fiscal year ending December 31, 2015. Mr. Hinshaw did not receive any compensation to serve on the Board

Director Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)


	Fees				Nonqualified
	Earned or			Non-Equity	Deferred
	Paid in	Stock	Option	Incentive Plan	Compensation	All Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)

Ashley Garnot	41,746	0	23,250	0	0	0	64,996
Hugh Rogers	0	0	15,500	0	0	0	15,500
Daniel Carlson	0	0	23,250	0	0	0	23,250

None-employee members of our Board of Directors receive stock options granted under the Company's Amended and Restated Stock Option Plan (the "Plan") as consideration for their services on our Board of Directors. Each director was awarded option grants in amounts proportionate to their level of involvement with the activities of the Board (meeting attendance, service on committees, etc.). Additionally, 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.

There are no retirement, pension, or profit sharing plans for the benefit of our officers and directors other than the Plan. Securities offered under the Plan will consist exclusively of our Shares. The aggregate number of shares of common stock reserved for issuance under the Plan is fixed at 10% of the total number of issued and outstanding Shares from time to time, such that the Shares reserved for issuance under the Plan will increase automatically with increases in the total number of Shares issued and outstanding.

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If an option awarded under the Plan expires, is surrendered in exchange for another option, or terminates for any reason during the term of the Plan prior to its exercise in full, the Shares subject to but not delivered under such option will be available for issuance pursuant to the exercise of future options granted under the Plan.

The following table sets forth information with respect to outstanding equity awards held by our named executive officers at December 31, 2015.

Outstanding Equity Awards at December 31, 2015

			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	300,000	0	0	$0.05 ^[1]	2/7/2021	0	0
	180,000	120,000	0	$0.40	9/3/2023	0	0
	20,000	80,000	0	$0.75	5/15/2025	0	0

Stephen Shay	120,000	480,000	0	$0.75	5/16/2025	0	0

[1]

The option exercise price was 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. A Board resolution dated December 17, 2015 further reset the exercise price of these options to $0.05 per share.

Compensation Committee Interlocks and Insider Participation

Since the Company currently does not have a compensation committee or other committee of the Board performing similar functions, executive officer compensation is determined by the entire Board. Mr. Hinshaw, our President and Chief Executive Officer, is the only officer or employee of the Company who participated in deliberations of the Company's Board concerning executive officer compensation. However, Mr. Hinshaw excused himself from the Board's discussions concerning the compensation of our President and Chief Executive Officer. With the exception of Mr. Hinshaw, no member of the Board was, during the year ended December 31, 2015, an officer, former officer or employee of the Company or any of its subsidiaries, or had any relationship requiring disclosure by the Company under the SEC rules requiring disclosure of certain relationships and related party transactions. No executive officer of the Company served as a member of (i) the compensation committee of another entity in which one of the executive officers of such entity served on the Board, (ii) the board of directors of another entity in which one of the executive officers of such entity served on the Board, or (iii) the compensation committee of another entity in which one of the executive officers of such entity served as a member of the Board, during the year ended December 31, 2015.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Related Party Transactions

The Company did not engage in any transactions with related parties requiring disclosure under Item 404 of Regulation S-K under the Securities Act of 1933, as amended since January 1, 2015 and there are currently no such transactions proposed.

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Review and Approval of Related Party Transactions

The Board understands that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that Company decisions are based on considerations other than the best interests of the Company and its stockholders. As a result, the Board prefers to avoid related party transactions. However, the Board recognizes that there are situations where related party transactions may be in, but may not be inconsistent with, the best interests of the Company and its stockholders.

As a result, the Board is responsible for reviewing and approving the terms and conditions of all proposed transactions between us, any of our officers, directors or stockholders who beneficially own more than 5% of our outstanding Shares, or relatives or affiliates of any such officers, directors or stockholders, to ensure that such related party transactions are fair and are in our overall best interest and that of our stockholders.

The Board has not adopted any specific procedures for conduct of reviews and considers each transaction in light of the facts and circumstances. In the course of its review and approval of a transaction, the Board considers, among other factors it deems appropriate:

	•	whether the transaction is fair and reasonable to us;

	•	the business reasons for the transaction; and

	•	whether the transaction is material, taking into account the significance of the transaction.

Any member of the Board who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Board that considers the transaction.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 22, 2016 the total number of shares owned beneficially by each of our directors, director nominees and named executive officers, individually and directors and all executive officers as a group, and the present owners of 5% or more of our total outstanding Shares. Shares 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 number of shares held and the percentage ownership of such each individual 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. We have determined beneficial ownership in accordance with the rules of the SEC or other information we believe to be reliable. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all Shares that they beneficially own, subject to applicable community property laws where applicable.

Applicable percentage ownership is based on 20,426,158 Shares outstanding as of June 22, 2016.

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	Shares of Common Stock
	Beneficially Owned
Name and Address of Beneficial Owner	Number	%
Michael Hinshaw	5,950,000 ^[1]	29.13%
201 Spear Street, Suite 1100
San Francisco, CA 94105

Lynn Davison	640,000 ^[2]	2.67%
201 Spear Street, Suite 1100
San Francisco, CA 94105

Stephen Shay	240,000 ^[3]	*
201 Spear St. Suite 1100
San Francisco, CA 94105

Daniel Carlson	15,000 ^[4]	*
38 Hunter Creek Ct.
Fairfax, CA 94960

Hugh Rogers	10,000 ^[5]	*
1928 Linden Road
Vancouver, BC, Canada V5Z 3H6

Ashley Garnot	850,000 ^[6]	4.16%
201 Spear Street, Suite 1100
San Francisco, CA 94105

All officers and directors as a group (8 individuals)	7,770,000 ^[7]	38.04%

Alex Guidi ^[8]	2,762,302	13.52%
2040 – 885 West Georgia Street
Vancouver, British Columbia V6C 3E8

Eva Lundin ^[9] 6 Rue de Rive 1204 Geneva, Switzerland	2,900,000	14.20%

Peter Loretto ^[10] 350-6165 Highway 17 Delta, British Columbia V4K 5B8	1,443,262	7.07%

* Represents beneficial ownership of less than 1%.

[1]	Comprised of 5,200,000 Shares owned by Mr. Hinshaw and 750,000 Shares held in the name of luckfound.org, of which Mr. Hinshaw is a director and has dispositive control.

[2]	Includes 640,000 Shares issuable pursuant to presently exercisable stock options and options that become exercisable within 60 days of June 22, 2016. Does not include 60,000 Shares issuable pursuant to unexercisable options .

[3]	Includes 240,000 Shares issuable pursuant to presently exercisable stock options granted under the Plan. Does not include 360,000 Shares issuable pursuant to unexercisable options.

[4]	Includes 15,000 Shares issuable pursuant options that become exercisable within 60 days of June 22, 2016. Does not include 60,000 Shares issuable pursuant to unexercisable options.

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[5]	Includes 10,000 Shares issuable pursuant options that become exercisable within 60 days of June 22, 2016. Does not include 40,000 Shares issuable pursuant to unexercisable options.

[6]	Comprised of 500,000 Shares 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.

[7]

Includes 25,000 Shares held directly and 10,000 Shares issuable pursuant options that become exercisable within 60 days of June 22, 2016 held by Giuseppe Perone, our Corporate Secretary. Does not include 40,000 Shares issuable pursuant to unexercisable options for Mr. Perone. Includes 20,000 Shares held directly and 10,000 Shares issuable pursuant options that become exercisable within 60 days of June 22, 2016 held by Barry MacNeil our Chief Financial Officer. Does not include 40,000 Shares issuable pursuant to unexercisable options for Mr. MacNeil.

[8]	Based on Schedule 13D filed by the reporting person with the SEC on February 24, 2016.

[9]	Based on Schedule 13G filed by the reporting person with the SEC on February 18, 2016.

[10]	Based on Schedule 13G filed by the reporting person with the SEC on February 11, 2016. Mr. Loretto has sole voting and dispositive power over 1,425,000 Shares and has shared voting and dispositive power over the remaining 18,262 Shares he beneficially owns.

Securities Authorized for Issuance under Equity Compensation Plans

The following table presents information as of December 31, 2015 with respect to compensation plans under which Shares may be issued.

			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	None	None	None

Equity compensation plans not approved by securities holders	1,730,000	$0.70	312,616

Total	1,730,000	$0.70	312,616

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PROPOSAL 2 – AMENDMENT TO THE ARTICLES OF INCORPORATION

The Board has approved an amendment to our Articles of Incorporation to effectuate the corporate action as outlined below:

Increase in Authorized Shares of Common Stock

On June 22, 2016, the Board adopted a resolution to increase the number of Shares issuable by the Company from thirty million (30,000,000) Shares to five hundred million (500,000,000) Shares.

The Board believes that an increase in the number of authorized Shares is prudent in order to assure that a sufficient number of Shares are available for issuance in the future if the Board deems it to be in the best interests of the Company and our stockholders. Our Board determined that having an authorized capital consisting of 500,000,000 Shares is a reasonable estimate of the number of Shares required to (i) issue capital stock in acquisitions or strategic transactions and other proper corporate purposes that may be identified by our Board in the future; (ii) issue Shares to augment the Company's capital and increase the ownership of our Shares; and (iii) provide incentives through the grant of stock options, restricted stock, restricted stock units and other equity awards to our employees, directors, officers and independent contractors under the various equity incentive plans we may adopt from time to time. Immediately following the increase, the Company will have approximately 479,573,842 Shares authorized but unissued and available for issuance. At present, the Company has 20,426,158 Shares issued and outstanding.

The remaining authorized but unissued Shares will be available for issuance from time to time as may be deemed advisable or required for various purposes, including those noted above. Upon the effectiveness of this amendment, the Board will be able to authorize the issuance of Shares for the foregoing purposes and other transactions without the necessity, and related costs and delays of either calling a special stockholders' meeting or waiting for the regularly scheduled annual meeting of stockholders in order to increase the authorized capital. However, if a particular transaction required stockholder approval by law or was otherwise deemed advisable by the Board, then the matter would still be referred to the Company's stockholders for their approval.

Potential Anti-Takeover effect of the proposed amendment to the Articles of Incorporation

Our stockholders should note that an increase in the number of authorized Shares may have an anti-takeover effect as the availability of additional authorized and unissued Shares could make any attempt to gain control of the Company or the Board more difficult or time-consuming and that the availability of additional authorized and unissued Shares might make it more difficult to remove management. Shares could be issued by the Board to dilute the percentage of stock owned by any stockholder and increase the cost of, or the number of, voting Shares necessary to acquire control of the Board or to meet the voting requirements imposed by California law with respect to a merger or other business combination involving us.

The Board did not propose this amendment to the Company's Articles of Incorporation for the purpose of discouraging mergers, tender offers, proxy contests, solicitation in opposition to management or other changes in control. We are not aware of any specific effort to accumulate our Shares or obtain control of us by means of a merger, tender offer, solicitation or otherwise.

Effectiveness of Amendment to Articles

The increase in the number of Shares the Company is authorized to issues will be effective when we file a certificate of amendment to our Articles of Incorporation with the Secretary of State of the State of California. Upon effectiveness, the number of Shares authorized for issuance by the Company will increase from 30,000,000 Shares to 500,000,000 Shares.

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The full text of the proposed amendment to increase the number of authorized Shares from 30,000,000 Shares to 500,000,000 Shares is attached to this Proxy Statement as Appendix A.

Vote Required and Recommendation

The affirmative vote of a majority of the Shares outstanding on the Record Date is required to approve the amendment to our Articles of Incorporation.

THE BOARD RECOMMENDS A VOTE " FOR " THE APPROVAL OF THE AMENDMENT

TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF

SHARES OF COMMON STOCK ISSUABLE BY THE COMPANY TO 500,000,000.

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PROPOSAL 3 – MCORPCX, INC. AMENDED AND RESTATED STOCK OPTION PLAN

The Board has adopted the Plan, which became effective on January 15, 2016. The terms of the Plan require that the Plan be submitted to the Company's stockholders for approval within 12 months of the effective date of the Plan. The purpose of the Plan is to promote to the interests of the Company and its stockholders by attracting, retaining, and stimulating the performance of selected employees and consultants, including officers and directors, and giving such employees, management, directors, and consultants the opportunity to acquire a proprietary interest in the Company's business and an increased personal interest in its continued success and progress as well as increasing the productivity of those individuals whom the Board deems to have the potential to contribute to the success of the Company. The Plan seeks to achieve this purpose by providing for awards to participants in the form of incentive stock options and non-qualified stock options.

The Plan amends and restates the Company's original stock option plan dated January 25, 2008 (the "Original Plan"). All stock options granted under the Original Plan will remain in full force and effect as stock options under the Plan without amendment other than as required to conform such original stock options to the terms and conditions of the Plan. As of the Record Date 1,680,000 unexercised stock options were issued and outstanding.

The Plan is designed to ensure that certain awards granted under such plan will qualify as "performance-based compensation" within the meaning of Section 162(m) under the Internal Revenue Code of 1986, as amended ("Section 162(m)"). Section 162(m) provides that compensation paid to a "covered employee" in excess of $1 million in a taxable year is not deductible by the Company for federal income tax purposes. However, certain types of compensation, including performance-based compensation, are not subject to this limit. In order for the Plan to be fully compliant with Section 162(m), the material terms of such plan must be approved when adopted and at least once every five years. If stockholders do not approve the material terms of the Plan, the Company may not be able to deduct as an expense for federal income tax purposes compensation to a covered employee in any tax year in excess of $1 million. The inability to deduct such an expense, however, would not prevent the Company from paying such compensation and incurring the expense.

For these and other related reasons, the Board has determined that it is in the best interests of the Company for its stockholders to approve the Plan. The following summary of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Appendix B to this Proxy Statement.

Eligibility

All directors and officers of the Company, employees of the Company and management company employees (defined in the Plan to include individuals that either directly provide management services to the Company or are employed by a company that provides such services to the Company, excluding individuals or companies engaged in investor relations activities) and certain consultants (as defined in the policies of the TSX-V Exchange) are potentially eligible to receive awards under the Plan (each an "Eligible Participant"). Additionally, companies of whose entire share capital is beneficially owned by one or more individual Eligible Participants are eligible to receive awards under the Plan. Consultants will only be eligible to receive awards if they have furnished bona fide services to the Company and such services are not in connection with the offer or sale of securities in a capital-raising transaction. As of June 22, 2016, approximately 10 employees and directors are expected to participate in the Plan, including all of our executive officers and directors, except for Mr. Hinshaw our chief Executive Officer.

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Plan Administration

The Plan will be administered by the Board's compensation committee or if there is no compensation committee appointed by the Board, then by the Board as a whole (the "Committee"). Except for the terms and conditions explicitly set forth in this Plan, the Committee will have the authority, in its discretion, to determine all matters relating to the award and issuance of Shares or the grant of stock options to be granted under this Plan, including the selection of individuals to be granted stock options, the number of Shares to be subject to each grant, the date of grant, the termination of the stock options, the term of the options, vesting schedules, and all other terms and conditions thereof. Such authority will also include the authority in the event of a spin-off or other corporate transaction to permit substitution of a stock option with a stock option from another company or an award denominated in something other than Shares. Grants under the Plan to Eligible Participants need not be identical in any respect, even when made simultaneously. The Committee will also determine and approve whether the grant of stock options will consist of an incentive stock option as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or a non-qualified stock option, which will consist of any stock option other than an incentive Stock Option.

Shares Subject to the Plan

The aggregate number of Shares reserved for issuance under this Plan will be fixed at 10% of the total number of issued and outstanding Shares from time to time, such that the Shares reserved for issuance under the Plan will increase automatically with increases in the total number of Shares issued and outstanding. The prescribed maximum percentage may be subsequently increased to any other specified amount, provided the change is authorized by a vote of the stockholders of the Company in accordance with the policies of the TSX-V Exchange.

If a stock option expires, is surrendered in exchange for another stock option, or terminates for any reason during the term of the Plan prior to its exercise in full, the Shares subject to but not delivered under such stock option will be available for stock options thereafter granted and for replacement stock options which may be granted in exchange for such surrendered or terminated stock options. Shares which has been issued pursuant to the exercise of stock options granted under the Plan since the inception of the Plan will not be considered to reduce the maximum number of Shares which may be issued to Eligible Participants under stock options issued and outstanding pursuant to this Plan.

Awards to Participants

Awards that may be granted under the Plan consist of incentive stock options and non-qualified stock options. The Plan provides for the grant of incentive stock options (commonly referred to as ISOs) to employees of the Company or any subsidiary of the Company and non-qualified stock options (commonly referred to as NSOs) to all Eligible Participants. A stock option designated by the Committee as an "incentive stock option" is intended to qualify as an "Incentive Stock Option" within the meaning of Subsection (b) of Section 422 of the Code. To the extent that the aggregate fair market value (determined at the time the stock option is granted) of the Shares with respect to which incentive stock options are exercisable for the first time by the optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company) exceed $100,000, such stock options will be treated as NSOs and will not qualify as ISOs.

The Committee determines the terms of options, such as price, expiration date and other material conditions, provided that ISOs are subject to statutory limitations. The Committee determines the exercise price for a stock option, within the terms and conditions of the Plan and applicable law. The exercise price of a nonqualified stock option may not be less than 100% of the fair market value of the Shares on the date of grant unless in substitution for another option. The exercise price of an ISO may not be less than 100% (or 110% in the case of a recipient who is also a 10% stockholder) of the fair market value of the Shares on the date of grant. Additionally, in accordance with

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the terms of the Plan, the price at which Shares may be purchased upon the exercise of any stock option will not be less than (i) the Discounted Market Price (as defined in the policies of the TSX-V Exchange) if the Shares are listed on the TSX-V at the time of the grant, or (ii) 85% of the Fair Market Value (as defined in the Plan) if the Shares are not listed on the TSX-V at the time of the grant of the stock option.

Stock options granted under the Plan will vest at the rate specified by the Committee up to five years from the date of grant, with the vesting schedule or performance conditions for each stock option to be set forth in the stock option agreement for such option grant.

After termination of an optionee's service relationship with the Company, all unvested stock options will immediately terminate and all vested stock options will expire 90 days after the termination date of such optionee's service relationship with the Company except (i) to the extent provided in such optionee's employment agreement, or (ii) in the case of death of an optionee holding vested stock options, by such optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such optionee or the expiry date of such option. Notwithstanding the forgoing, in the case of an optionee being dismissed from his or her service relationship with the Company for cause, such optionee's stock options, whether or not vested at the time of dismissal will immediately terminate without the right to exercise the same.

In no event may the term of a stock option exceed 10 years from the date of grant.

Amendment of Plan

The Board may amend the terms of the Plan from time to time subject to any approval required from the TSX-V and, if required by the policies of the TSX-V, the stockholders of the Company.

Term of the Plan

The Plan will terminate on the earlier of January 25, 2018 or such earlier date as the Board may determine.

Amounts of Awards

Since specific grants under the Plan are discretionary, the actual number of awards to be paid under the Plan as proposed herein cannot be determined at this time. The awards earned by our named executive officers in the two-year period prior to 2016 are disclosed in this Proxy Statement under our "Summary Compensation Table".

Taxation of Awards

When a non-qualified stock option is exercised, the difference between the exercise price and the stock price on the date of exercise is taxable as ordinary income, and the Company is entitled to a tax deduction in the same amount, while any subsequent increase in the stock price is taxable as a capital gain. For an incentive stock option, there is no taxation on exercise of the option and all the gain is taxed on disposition of the stock by the participant as capital gain, so long as the participant holds the stock for at least one year after exercise and two years after the date of grant. If such holding period requirements are not met, the option exercise will be retroactively treated as the exercise of a non-qualified stock option for tax purposes and the participant will incur ordinary income tax. The exercise of an incentive stock option may also cause the participant to be subject to the alternative minimum tax upon exercise, which would require the participant to include the difference between the exercise price and the value of the stock on the date of exercise in the participant's taxable income for the purposes of calculating the amount of

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alternative minimum tax that would be owed. The Company is not allowed a tax deduction for an incentive stock option unless the participant sells the stock after exercise in a disqualifying disposition.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE " FOR " APPROVAL OF THE COMPANY'S

AMENDED AND RESTATED STOCK OPTION PLAN.

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PROPOSAL 4 ‑ INDEPENDENT ACCOUNTANTS AND AUDITORS

Replacement of Hillary CPA Group, CPA as Independent Auditors

The Board appointed MaloneBailey LLP as our independent auditors on February 15, 2016 in place of Hillary CPA Group, CPA, who voluntarily resigned as the Company's independent auditors effective on such date.

The reports of Hillary CPA Group, CPA dated March 5, 2015 on the Company's financial statements for the fiscal years ended December 31, 2014 and 2013, respectively, did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audit of the Company's financial statements for the fiscal years ended December 31, 2014 and 2013, and in the subsequent interim periods through the effective date of resignation of Hillary CPA Group, CPA on February 15, 2016, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions to Item 304), resolved or not, with Hillary CPA Group, CPA on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Hillary CPA Group, CPA, would have caused Hillary CPA Group, CPA to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such years.

During the fiscal years ended December 31, 2014 and 2013 and in any subsequent interim periods through the effective date of resignation of Hillary on February 15, 2016, there were no "reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Ratification of Independent Auditors

The Board requests that stockholders ratify the selection of MaloneBailey LLP as our independent auditors as a matter of good corporate practice.

Stockholder ratification of the selection of MaloneBailey LLP is not required by our bylaws or other applicable legal requirements. However, the Board is submitting the selection of MaloneBailey LLP to our stockholders for ratification as a matter of good corporate practice. In the event that this selection of MaloneBailey LLP as our independent registered public accounting firm is not ratified by our stockholders at the Annual Meeting, the appointment of MaloneBailey LLP as our independent registered public accounting firm will be reconsidered by each of the Board and the Company's audit committee. Even if the selection is ratified, the Board in its discretion may direct the appointment of a different accounting firm at any time during the year if the Board determines that such a change would be in the best interests of the Company and its stockholders.

We do not anticipate that representatives of MaloneBailey LLP or Hillary CPA Group, CPA will be present at the meeting to respond to questions about financial statements and related matters.

The selection of MaloneBailey LLP must be ratified by a majority of the votes cast at the Annual Meeting, in person or by proxy, in favor of such ratification.

OUR BOARD RECOMMENDS A VOTE " FOR " THE RATIFICATION OF MALONEBAILEY LLP AS

OUR INDEPENDENT AUDITORS.

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Accountants' Fees

The following table presents fees for professional audit services for the audit of the Company's annual financial statements for fiscal year 2015 and 2014 and fees billed for other services rendered during 2015 and 2014:

	Year Ended December 31,

	MaloneBaley LLP				Hillary CPA Group, CPA
	2015		2014		2015		2014

Audit Fees ⁽¹⁾	$	16,000	$	-	$	6,200	$	6,200
Audit-Related Fees ⁽²⁾	$	-	$	-	$	-	$	-
Tax Fees ⁽³⁾	$	-	$	-	$	-	$	-
All Other Fees	$	-	$	-	$	-	$	-
	$	16,000	$	-	$	6,200	$	6,200

_________________

(1)

Audit Fees consist of fees for professional services rendered for the audit of the Company's consolidated financial statements included in its Annual Report on Form 10-K, the review of the interim financial statements included in its Quarterly Reports on Form 10-Q, and for the services that are normally provided in connection with regulatory filings or engagements.

(2)	Includes fees associated with assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements. This category includes fees related to consultation regarding generally accepted accounting principles.

(3)	Tax Fees consist of fees for tax compliance, tax advice and tax planning. The fee includes the preparation of the Company's income tax returns, franchise tax reports, and other tax filings.

Although our audit committee currently does not have a formal policy in place to pre-approve all audit and non-audit services provided by our independent auditor and the fees for such non-audit services, the Company's audit committee has adopted a policy to review on an annual basis the performance, objectivity and independence of our independent auditor.

AUDIT COMMITTEE REPORT

The Company's audit committee monitors and oversees the Company's financial reporting process on behalf of our Board. Management has primary responsibility for the Company's financial statements and the financial reporting process, including the Company's system of internal controls.

The audit committee met 4 times in the fiscal year ended December 31, 2015. Each member of the audit committee attended all of the meetings of the committee from the date on which they became a member of the audit committee.

The audit committee has reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2015 with the Company's management and has discussed with MaloneBailey LLP the matters required to be discussed by Auditing Standard No. 16 (Communications with Audit Committees). The audit committee also discussed with MaloneBailey LLP the overall scope and plans for their audit. The audit committee meets with MaloneBailey LLP, with and without management present, to discuss the results of their examinations, the evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting.

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The audit committee has received the written disclosures and the letter from MaloneBailey LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding MaloneBailey LLP's communications with the audit committee concerning independence. The audit committee also discussed with MaloneBailey LLP their independence.

Based on the review and discussions referred to above, the audit committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 2015, be included in the Company's Annual Report on Form 10-K for that year for filing with the Securities and Exchange Commission.

Respectfully submitted by:

Daniel Carlson

Hugh Rogers

Michael Hinshaw

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PROPOSAL 5 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Company believes that the compensation policies for our named executive officers (which include Mr. Hinshaw, Mr. Shay and Ms. Davison) are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of our stockholders. This advisory stockholder vote, commonly referred to as a "say-on-pay vote" gives you as a stockholder the opportunity to approve or not approve the compensation of our named executive officers that is disclosed in this Proxy Statement. This advisory stockholder vote occurs every year and will next occur at our annual meeting of stockholders to be held in 2017. This vote is not intended to address any specific item of executive compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Company asks that you indicate your support for our executive compensation policies and practices as described in this Proxy Statement by voting "FOR" the following resolution:

RESOLVED that the Company's stockholders approve, on an advisory basis, the compensation of the Company's executives named in the Summary Compensation Table, as disclosed in the Company's 2016 Proxy Statement pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the compensation tables, narrative disclosure and other related tables and disclosure.

Since this say-on-pay vote is advisory, it will not be binding on the Board. However, the Board values the opinions of our stockholders and will review the voting results and take them into consideration when making future decisions regarding executive compensation. The affirmative vote of the holders of a majority of the Shares represented in person or by proxy entitled to vote on the proposal will be required for approval.

THE BOARD RECOMMENDS A VOTE " FOR " THIS PROPOSAL.

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STOCKHOLDER PROPOSALS

Any proposal which a Stockholder wishes to include in the proxy statement and proxy relating to the 2017 annual meeting of stockholders must be received by the Company on or before April 18, 2017. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with Rule 14a-8 under the Exchange Act and all other applicable requirements.

Stockholders wishing to bring any other item before the 2017 annual meeting, other than in accordance with the process of Rule 14a-8 under the Exchange Act, must submit written notice of such proposal to the Company no later than May 22, 2017. If the Company receives notice of a stockholder proposal after May 22, 2017, such notice will be considered untimely and the Company's management will have discretionary authority to vote proxies received with respect to such proposal.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE ANNUAL MEETING

The Proxy Statement and the Company's Form 10-K and all subsequent reports filed with the SEC are available on the Company's website at www.McorpCX.com .

Information on how to obtain directions to be able to attend the Annual Meeting and vote in person are available by contacting to the Company's President, Michael Hinshaw at McorpCX, Inc., 201 Spear Street, Suite 1100, San Francisco, California 94105, Telephone (415) 526-2655.

The Company makes available, free of charge, the Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after these documents are electronically filed with, or furnished to, the SEC., to stockholders upon written request to Michael Hinshaw, President, McorpCX, Inc., 201 Spear Street, Suite 1100, San Francisco, California 94105.

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DUPLICATE ANNUAL REPORT AND PROXY STATEMENT

If you are a stockholder of record and share an address with another stockholder and have received only one copy of the Proxy Statement, you may write or call the Company to request a separate copy of these materials at no cost to you. In addition, if you are a stockholder of record and share an address with another stockholder and have received multiple copies of the Proxy Statement, you may write or call the Company to request delivery of a single copy of such materials in the future. You may write to the Company at McorpCX, Inc . , 201 Spear Street, Suite 1100, San Francisco, California 94105.

OTHER MATTERS

As of the date of this Proxy Statement, management has not been notified of any stockholder proposals intended to be raised at the Annual Meeting outside of the Company's proxy solicitation process nor does it know of any other matters, which will be presented for consideration at the Annual Meeting. However, if any other stockholder proposals or other business should come before the Annual Meeting, the persons named in the enclosed Proxy (or their substitutes) will have discretionary authority to take such action as is in accordance with their best judgment.

MISCELLANEOUS

The Company will pay all solicitation expenses in connection with this Proxy Statement and related Company proxy soliciting material, including the expense of preparing, printing, assembling and mailing this Proxy Statement and any other material used in the Company's solicitation of proxies. Proxies are being solicited through the mail. Certain executive officers and other employees of the Company, on behalf of the Company and without additional compensation, may also solicit proxies personally, by telephone or other electronic means.

__________________________________

Michael Hinshaw

President

[ ], 2016

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APPENDIX A

CERTIFICATE OF AMENDMENT

ARTICLE OF INCORPORATION

MCORPCX, INC.

The undersigned certify that:

1.	They are the President and Secretary, respectfully, of McorpCX, Inc., a California corporation (the "Corporation").

2.	Article Four of the Articles of Incorporation of the Corporation is amended in its entirety to read as follows:

FOURTH, This corporation is authorized to issue only one class of shares of stock, and the total number of shares which this corporation is authorized to issue is Five Hundred Million (500,000,000), which shall be without par value.

3.	The forgoing amendment to the Corporation's Articles of Incorporation has been approved by the Corporation's board of directors.

The forgoing amendment to the Corporation's Articles of Incorporation has been duly approved by the required vote of the Corporation's shareholders in accordance with Sections 902, 903 and 152 of the California Corporation Code. The total number of outstanding shares of the Corporation is 20,426,158. The number of shares voting in favor of the amendment was [ ], which exceeded the vote required. The percentage vote required to pass the amendment was more than 50% of the Corporation's total outstanding shares, and the percentage of the votes in favor of the amendment was [ ]%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: [ ], 2016

__________________________________

Michael Hinshaw, President

__________________________________

Lynn Davison, Secretary

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APPENDIX B

MCORP CX, INC.

(a California corporation)

AMENDED AND RESTATED STOCK OPTION PLAN

(the " Plan ")

Purpose. The purpose of this Plan is to promote to the interests of the Company and its stockholders by attracting, retaining, and stimulating the performance of selected employees and consultants, including officers and directors, and giving such employees, management, directors, and consultants the opportunity to acquire a proprietary interest in the Company's business and an increased personal interest in its continued success and progress as well as increasing the productivity of those individuals whom the Committee deems to have the potential to contribute to the success of the Company.

2.	Definitions. Unless otherwise indicated, the following words when used herein will have the following meanings:

(a)	" Board of Directors " means the board of directors of the Company.

(b)	" Code " means the Internal Revenue Code of 1986, as amended from time to time.

(c)	" Common Stock " means the shares of common stock, no par value in the capital of the Company.

(d)	" Company " means McorpCX, Inc., a California corporation and its directly and indirectly-controlled subsidiaries, if any.

(e)	" Committee " means the body appointed by the Board of Directors which will be comprised in such a manner as to comply with the requirements, if any, of Rule 16b-3 (or any successor rule) under the Exchange Act and of Section 162 of the Code.

(f)	" Compensation Committee " means the compensation committee of the Board of Directors.

(g)	" Consultant " has the meaning set out in the policies of the TSX-V.

(h)	" Director " means a member of the Board of Directors.

(i)	" Discounted Market Price " has the meaning set out in the policies of the TSX-V.

(j)	" Effective Date " means January 15, 2016.

(k)	" Eligible Participant " has the meaning set forth in Section 4 hereto.

(l)	" Employee " means:

(i)	an individual who is considered an employee under the Code;

(ii)	an individual who works full-time for the Company or an affiliate of the Company providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an

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employee of the Company, but for whom income tax deductions are not made at source; or

(iii)

an individual who works for the Company or an affiliate on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source,

and may include an Officer.

(m)	" Exchange Act " means the Securities Exchange Act of 1934.

(n)	" Fair Market Value " means, subject to Section 7 0 of this Plan, the per share value of the Common Stock determined as follows:

(i)	if the Common Stock is listed on the TSX-V, then the Fair Market Value will be determined as being the " Market Price " as determined in accordance with the policies of the TSX-V;

(ii)	if the Common Stock is not listed on the TSX-V but is listed on an established stock exchange, exchanges, or a NASDAQ market, the closing price per share on the last trading day immediately preceding such date on the principal exchange on which the Common Stock is traded or as reported by NASDAQ;

(iii)

if the Common Stock is not then listed on the TSX-V, an established exchange or a NASDAQ market, but is quoted on the OTCQB or the OTC pink sheets, the average of the closing bid and asked prices per share for the Common Stock as quoted by OTCQB or the OTC, as the case may be, on the last trading day immediately preceding such date; or

(iv)	if there is no such reported market for the Common Stock for the date in question, then an amount determined in good faith by the Committee.

(o)	" Incentive Stock Option " means any option granted to an Eligible Participant under the Plan which the Company intends at the time the option is granted to be an Incentive Stock Option within the meaning of Section 422 of the Code.

(p)	" Insider " has the meaning set out in the policies of the TSX-V.

(q)	" Investor Relations Activities " has the meaning set out in the policies of the TSX-V.

(r)

" Management Company Employee " means an individual employed by a Company or individual providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Company or individual engaged in Investor Relations Activities.

(s)	" Nonqualified Stock Option " means any option granted to an Eligible Participant under the Plan which is not an Incentive Stock Option.

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(t)	" Officer " means a duly-appointed senior officer of the Company, including the President, Vice-President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and/or Principal Financial Officer of the Company.

(u)	" Option " means and refers collectively to Incentive Stock Options and Nonqualified Stock Options.

(v)	" Option Agreement " means such Option agreement or agreements as are approved from time to time by the Board and as are not inconsistent with the terms of this Plan.

(w)	" Option Share " means any share of Common Stock issuable upon exercise of an Option.

(x)	" Optionee " means any Eligible Participant who is granted an Option under the Plan. "Optionee" will also mean the personal representative of an Optionee and any other person who acquires the right to exercise an Option by bequest or inheritance or pursuant to a QDRO.

(y)	" Subsidiary " means a subsidiary corporation of the Company as defined in Section 425(f) of the Code.

(z)	" TSX-V " means the Toronto Stock Venture Exchange.

3.	Administration.

(a)

This Plan will be administered by the Compensation Committee or if there is no Compensation Committee appointed by the Board of Directors, then by the Board of Directors as a whole (the " Committee "). Except for the terms and conditions explicitly set forth in this Plan, the Committee will have the authority, in its discretion, to determine all matters relating to the award and issuance of Common Stock or the grant of Options to be granted under this Plan, including the selection of individuals to be granted Options, the number of shares of Common Stock to be subject to each grant, the date of grant, the termination of the Options, the term of Options, vesting schedules, and all other terms and conditions thereof. Such authority will also include the authority in the event of a spin-off or other corporate transaction to permit substitution of an Option with a stock option from another company or an award denominated in other than shares of Common Stock. Grants under this Plan to Eligible Participants need not be identical in any respect, even when made simultaneously. The Committee will also determine and approve whether the grant of Options will consist of an Incentive Stock Option as described in Section 422 of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the " Code "), or a Non-Qualified Stock Option, which will consist of any Option other than an Incentive Stock Option.

(b)	Options will be evidenced by written agreements (" Option Agreements ") which will contain such terms and conditions as may be determined by the Committee. Each Option Agreement will be signed on behalf of the Company by an officer or officers delegated such authority by the Committee.

(c)

All decisions made by the Committee pursuant to the provisions of this Plan and all determinations and selections made by the Committee pursuant to such provisions and related orders or resolutions of the Board of Directors will be final and conclusive, subject to regulatory approval, including the approval of the TSX-V.

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(d)

No member of the Committee will be liable for any action, failure to act, determination or interpretation made in good faith with respect to this Plan or any transaction hereunder, except for liability arising from his or her own willful misfeasance, gross negligence or reckless disregard of his or her duties. The Company will indemnify each member of the Committee for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiation for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering this Plan or in authorizing or denying authorization to any transaction hereunder.

4.	Eligibility and Participation. The group of individuals eligible to receive Options will consist only of the following (the " Eligible Participants "):

(a)	Directors and Officers of the Company,

(b)	Employees of the Company and Management Company Employees, and

(c)	Consultants of the Company, except as provided herein,

and includes a company of which 100% of the share capital is beneficially owned by one or more individual Eligible Participants.

Consultants will only be eligible to receive Options if they have furnished bona fide services to the Company and such services are not in connection with the offer or sale of securities in a capital-raising transaction.

5.	Shares Subject to This Plan.

(a)

The stock to be offered under the Plan will be shares of Common Stock. The aggregate number of shares reserved for issuance under this Plan will be fixed at 10% of the total number of issued and outstanding shares of Common Stock from time to time, such that the Common Stock reserved for issuance under this Plan will increase automatically with increases in the total number of shares of Common Stock issued and outstanding. The prescribed maximum percentage may be subsequently increased to any other specified amount, provided the change is authorized by a vote of the stockholders of the Company in accordance with the policies of the TSX-V.

(b)

If an Option expires, is surrendered in exchange for another Option, or terminates for any reason during the term of this Plan prior to its exercise in full, the shares subject to but not delivered under such Option will be available for Options thereafter granted and for replacement Options which may be granted in exchange for such surrendered or terminated Options. Common Stock which has been issued pursuant to the exercise of Options granted under this Plan since the inception of the Plan will not be considered to reduce the maximum number of Shares which may be issued to Eligible Participants under Options issued and outstanding pursuant to this Plan.

6.	Grants of Options

(a)

At any time and from time to time prior to the termination of the Plan, Options may be granted by the Committee to any individual who is an Eligible Participant at the time of grant. Options granted pursuant to the Plan will be contained in an Option Agreement in a form approved by the Committee and, except as hereinafter provided, will be subject to the

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provisions of this Plan, in addition to such other terms and conditions as the Committee may specify.

(b)	In addition, for as long as the Common Stock of the Company is listed on the TSX-V, the Company will comply with the following requirements in addition to any other requirements imposed under the policies of the TSX-V:

(i)	Options to acquire more than 2% of the issued and outstanding Common Stock of the Company will not be granted to any one Consultant in any 12 month period, calculated at the date the Option was granted;

(ii)	Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares of the Company may not be granted to persons employed to provide Investor Relations Activities in any 12 month period, calculated at the date the Option was granted;

(iii)

Options issued to Eligible Persons performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter (1/4) of the Options vesting in any three-month period;

(iv)	For Options granted to Employees, Consultants or Management Company Employees, the Company and the Optionee are responsible for confirming that the Optionee is a bona fide Employee, Consultant or Management Company;

(v)	Any Options granted to an Eligible Participant must expire within a reasonable period following the date that the Optionee ceases to occupy such role;

No term of any Option may exceed 10 years; and

(vi)	The Company will obtain disinterested shareholder approval in accordance with the policies of the TSX-V in the following circumstances:

(A)	for Options granted to any one individual in any 12-month period to acquire Option Shares exceeding 5% of the issued and outstanding Common Stock of the Company;

(B)	for Options granted to Insiders within a 12-month period to acquire Option Shares exceeding 10% of the issued and outstanding Common Shares of the Company;

(C)	for any amendment to or reduction in the exercise price of an Option if the Optionee is an Insider of the Company at the time of the amendment; and

(D)	for the Plan, if the Plan, together with all of the Company's previously established and outstanding stock option plans or grants, could result at any time in the grant to Insiders of the Company of a number of Option Shares exceeding 10% of the Company's issued Common Shares.

7.	Incentive Stock Options.

(a)	An Option designated by the Committee as an "Incentive Stock Option" is intended to qualify as an "Incentive Stock Option" within the meaning of Subsection (b) of Section 422

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of the Code. Any Option that is not designated by the Committee as an "Incentive Stock Option" will be deemed to not be an "Incentive Stock Option".

(b)

To the extent that the aggregate fair market value (determined at the time the option is granted) of the Common Stock with respect to which Incentive Stock Options (determined without regard to this Subsection 7(b)) are exercisable for the first time by the Optionee during any calendar year (under this Plan and all other Incentive Stock Option Plans of the Company) exceed $100,000, such Options will be treated as Non-Qualified Options and will not qualify as incentive Stock Options.

(c)	Should Section 422 of the Code or regulations or pronouncements thereunder be modified during the term of this Plan, this Plan and any outstanding Options may be amended to conform to such modification, if approved by the Board of Directors, upon recommendation by the Committee.

(d)	Notwithstanding the definition of "Fair Market Value" in this Plan, fair market value in connection with any Incentive Stock Options will be determined under the applicable method provided by Regulations under Section 2031 of the Code.

(e)

In the case of an Incentive Stock Option: (a) granted to a Eligible Participant who at the time of the grant owns Common Stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary of the Company, the per share exercise price will be no less than 110% of the fair market value per share on the date of grant; or (b) granted to any other Eligible Participant, the per share exercise price will be no less than 100% of the fair market value per share of Common Stock on the date of grant.

(f)

In the case of an Incentive Stock Option granted to a Eligible Participant who at the time of the grant of such Incentive Stock Option owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, such Incentive Stock Option may not be exercised after the expiration of five (5) years from the date the Incentive Stock Option is granted.

(g)

If Common Stock acquired upon exercise of an Incentive Stock Option is disposed of by an Optionee prior to the expiration of either two years from the date of grant of such Option, one year from the transfer of shares of Common Stock to the Optionee pursuant to the exercise of such Option or in any other disqualifying disposition, within the meaning of Section 422 of the code, such Optionee will notify the Company in writing of the date and terms of such disposition. A disqualifying disposition by an Optionee will not affect the status of any other Incentive Stock Option granted under the Plan.

(h)	No Incentive Stock Options will be granted under this Plan more than 10 years after the date that the Plan is adopted or approved by the shareholders of the Company, whichever is earlier.

(i)

No Incentive Stock Option will be exercisable more than 10 years from the date it is granted; provided, however, that the case of an Eligible Participant who at the time of grant owns Common Stock representing more than 10% of the voting power of all classes of stock of the Company or any subsidiary, the Incentive Stock Option may not be exercised after the expiration of five (5) years from the date of grant.

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(j)

Incentive Stock Options will only be granted to Eligible Participants who qualify as employees of the Company or any subsidiary of the Company under the meaning of "employee" for the purposes of the Code. A subsidiary of the Company means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each corporation (other than the last corporation) in such chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. The preceding definition of the term "subsidiary" is intended to comply with, and will be interpreted consistently with, section 424(f) of the Code.

8.	Term of Option Period. The term during which Options may be exercised will be determined in the discretion of the Committee, except that the period during which each Option may be exercised will expire no later than on the tenth anniversary of the date of grant.

9.	Exercise Price. Subject to any limitations provided for in Section 7 herein and to any additional

limitations imposed by the TSX-V, the price at which shares of Common Stock may be purchased upon the exercise of an Option will be such price as fixed by the Committee, provided that such exercise price will not be less than:

(a)	the Discounted Market Price if the Common Stock is listed on the TSX-V at the time of the grant (noting that an "Exchange Hold Period" may apply under the policies of the TSX-V if the exercise price is below the Market Price), and

(b)	85% of the Fair Market Value if the Common Stock is not listed on the TSX-V at the time of the grant of the Option.

If the shares of Common Stock become listed on another stock exchange, then the exercise price will not be less than the exercise price permitted by such exchange.

10.

Payment of Exercise Price. The Committee will determine the terms of payment by each Eligible Participant for shares of Common Stock to be purchased upon the exercise of Stock Options. Such terms will be set forth or referred to in the Option Agreement. No Option Share may be issued until payment in full of the exercise price has been received by the Company.

11.	Form of Exercise Payment. An Option may be exercised by payment of cash, cashier's check or wired funds, or any combination of the foregoing methods, as approved by the Committee.

12.	Vesting; Exercise of Options and Rights.

(a)

Subject to the provisions of subsection 12 (g) herein, an Option will vest and become nonforfeitable and exercisable, pursuant to such vesting schedules as determined by the Committee, but in no event later than 5 years from the date of grant. Eligible Participants may be credited with prior years of service for purposes of any vesting schedules, at the discretion of the Committee.

(b)

Each Option granted will be exercisable in whole or in part at any time or from time to time during the option period as the Committee may determine, provided that the election to exercise an Option will be made in accordance with applicable Federal laws and regulations, and further provided that each Option will contain a provision that will prevent exercise of the Option unless the Optionee remains in the employ of the Company or its subsidiary at least one year after the granting of the Option. However, the Committee may in its discretion accelerate the vesting schedule of any option at any time.

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(c)	No Option may at any time be exercised with respect to a fractional share of Common Stock.

(d)	As a condition to the exercise of an Option, Optionees will make such arrangements as the Committee may require for the satisfaction of any federal, state, or local withholding tax obligations that may arise in connection with such exercise.

(e)	No shares of Common Stock will be delivered pursuant to the exercise of any Option, in whole or in part, until qualified for delivery under such securities laws and regulations as may be deemed by the Committee to be applicable thereto.

(f)

Notwithstanding any vesting requirements contained in any Option and the restrictions on trading imposed on Option Shares under Section 19 of this Plan, all outstanding Options will become immediately exercisable and any Option Shares issued upon exercise immediately tradeable (a) following the first purchase of Common Stock pursuant to a tender offer or exchange offer (other than an offer made by the Company) for all or part of the Common Stock, (b) at such time as a third person, including a "group" as defined in Section 13(d) of the Exchange Act, becomes the beneficial owner of shares of the Company having 25% or more of the total number of votes that may be cast for the election of Directors of the Company, (c) on the date on which the shareholders of the Company approve (i) any agreement for a merger or consolidation in which the Company will not survive as an independent, publicly-owned corporation or (ii) any sale, exchange or other disposition of all or substantially all of the Company's assets. The Committee's reasonable determination as to whether such an event has occurred will be final and conclusive.

(g)

Notwithstanding any other provisions of this Agreement to the contrary, the right of any Eligible Participant to receive any benefits hereunder will terminate and will be forever forfeited if such Eligible Participant's employment with the Company is terminated because of his/her fraud, embezzlement, dishonesty, or breach of fiduciary duty. In such an event, all unexercised Options will be deemed null and void.

13.

Transferability of Options. The right of any Optionee to exercise an Option granted under the Plan will, during the lifetime of such Optionee, be exercisable only by such Optionee or pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a " QDRO ") and will not be assignable or transferable by such Optionee other than by will or the laws of descent and distribution or a QDRO.

14.	Termination of Relationship. No Option may be exercised after the Optionee, if a Director or Officer, has ceased to be a Director or Officer or, if an Employee or other Eligible Participant has left the employ or service of the Company or an affiliate of the Company, except as follows:

(a)	notwithstanding any other provision of this Section 14 , if and to the extent provided in the Optionee's employment agreement;

(b)	in the case of the death of an Optionee, any vested Option held by him or her at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the expiry date of such Option;

(c)	subject to the other provisions of this Section 14 , including the proviso below, vested Options will expire 90 days after the date the Optionee ceases to be employed by, provide

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services to, or be a Director or Officer of, the Company or an affiliate of the Company, and all unvested Options will immediately terminate without right to exercise same; and

(d)	in the case of an Optionee being dismissed from employment or service for cause, such Optionee's Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same,

provided that in no event may the term of the Option exceed 10 years. Notwithstanding the provisions of subsection 14 0 , the Board may provide for the vesting of all or any part of the Optionee's Options that are unvested at the date the Optionee ceases to be employed by, provide services to, or be a Director or Officer of, the Company or an affiliate, and may extend the time period for exercise of an Option to a maximum of the original term of the Option, all as the Board deems appropriate in the circumstances contemplated by subsection 14 0 .

15.

Changes in Common Stock. The aggregate number and class of shares on which Options may be granted under this Plan, the number and class of shares covered by each outstanding Option, and the exercise price per share thereof (but not the total price), of each such Option, will all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a split-up or consolidation of shares of Common Stock, or any spin-off, spin-out, split-up, or other distribution of assets to shareholders, or any like capital adjustment or the payment of any such stock dividend, or any other increase or decrease in the number of shares of Common Stock without the receipt of consideration by the Company, or assumption and conversion of outstanding grants due to an acquisition.

16.

Amendment and Discontinuance of Options. The Board of Directors may suspend, discontinue, or amend the Plan to reduce the number of shares of Common Stock under option, increase the exercise price, or cancel an Option. Except as contemplated below, the Board of Directors may amend other terms of an Option only where approval of the TSX-V has been obtained, and where the following requirements are met:

(a)	If the Optionee is an Insider of the Company at the time of the amendment, the Company obtains disinterested shareholder approval;

(b)	If the Option exercise price is amended, at least six months have elapsed since the later of the date of commencement of the term, the date the Company's shares of Common Stock commenced trading, or the date the Option exercise price was last amended;

(c)	If the option price is amended to the Discounted Market Price, the TSX-V hold period will apply from the date of the amendment (and, for more certainty, if the option price is amended to the Market Price, the Exchange hold period will not apply);

(d)

If the length of the stock option term is amended, any extension of the length of the term of the Option is treated as a grant of a new Option, which must comply with the policies of the TSX-V as it were a newly granted option. The term of an Option cannot be extended so that the effective term of the Option exceeds 10 years in total. An Option must be outstanding for at least one year before the Company can extend its term; and

The TSX-V must accept a proposed amendment before the amended Option is exercised.

The Board may amend the terms of the Plan from time to time subject to the any approval required from the TSX-V and, if required by the policies of the TSX-V, the shareholders of the Company. However, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including (a) amendments of a housekeeping nature to the Plan; (b)

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a change to the vesting provisions of an Option or the Plan; and (c) a change to the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date.

Notwithstanding the foregoing, no amendment to this Plan will, except with the consent of the Optionee, adversely affect the rights under an Option previously granted.

If the amendment of an Option requires regulatory approval or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are given.

17.	Term of Plan. This Plan will terminate on the earlier of:

(a)	January 25, 2018; and

(b)	Such earlier date as the Board may determine (the "Termination Date").

No Incentive Stock Options will be granted under this Plan after the Termination Date.

18.

Compliance with Securities Laws. No Option will be exercisable in whole or in part, nor will the Company be obligated to issue any Option Shares pursuant to the exercise of any such Option, if such exercise and issuance would, in the opinion of counsel for the Company, constitute a breach of any applicable laws from time to time, or the rules from time to time of the TSX-V or other securities regulatory authority to which the Company is subject. Each Option will be subject to the further requirement that if at any time the Board determines that the listing or qualification of the Option Shares under any securities legislation or other applicable law, or the consent or approval of any governmental or other regulatory body (including the TSX-V), is necessary as a condition of, or in connection with, the issue of the Option Shares hereunder, such Option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board. If required by the Company in order to ensure compliance with applicable securities laws, the Optionee will deliver to the Company a representation in writing that the purchase of Option Shares upon exercise of an Option is being made for investment only and not for resale or with a view to distribution and containing such other representations and provisions with respect thereto as the Company may require. Each Optionee further acknowledges that any Option Shares issued upon exercise of an Option may be " restricted securities " upon issuance and the certificates representing such shares legended in the event that the issuance of the Option Shares has not been registered by an effective registration statement under the United States Securities Act of 1933, as amended (the " 1933 Act "). Each Optionee that is an " affiliate " of the Company, as defined under the 1933 Act, further acknowledges that any Option Shares issued upon exercise of an Option may be " control securities " upon issuance and may be subject to additional restrictions on resale imposed by Rule 144 of the 1933 Act, including (i) the Rule 144 volume restrictions that will limit the maximum number of shares that may be sold in any three month period to the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a "national securities exchange", as defined in the 1933 Act, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144 , (ii) the Rule 144 manner of sale requirements, (iii) the Rule 144 current public information requirements, and (iv) the Form 144 notice filing requirements, and the certificates representing such shares may be legended to reflect such status as " control securities ". In addition to any resale restrictions imposed under securities laws, where the exercise price of the Option is based on the Discounted Market Price, any Option Shares will be legended with a four-month hold period under the policies of the TSX-V, which hold will date from the date the Option is granted.

19.	Restrictions on Transfer of Option Shares. All Option Shares will, upon issuance, be subject to the following restrictions on transfer (the " Plan Restrictions on Transfer ") unless (i) the Committee has

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determined in writing that the Plan Restrictions on Transfer will not apply, or (ii) the circumstances in Section 12(f) of this Plan apply. The Plan Restrictions on Transfer are contractual restrictions on transfer that may be enforced by the Company against the Optionee and will be in addition to any transfer restrictions imposed under applicable securities laws, as referred to above in Section 18 of this Plan. Under the Plan Restrictions on Transfer, the maximum number of Option Shares that may be sold in any three month period by any Optionee, which three month period will be measured on a "look-back" basis from the date of any sale of the Option Shares, will equal the greater of (i) 1% of the outstanding Common Shares of the Company, or (ii) if the Common Shares of the Company are listed on a stock exchange in the United States or Canada, the greater of 1% or the average reported weekly trading volume on all markets in the United States and Canada (including the OTCQX and the TSX-V) during the four weeks preceding the date of sale . The certificates representing the Option Shares may be endorsed with legends confirming the Plan Restrictions on Transfer.

20.

Rights as Shareholder and Employee . An Optionee will have no rights as a shareholder of the Company with respect to any shares of Common Stock covered by an Option until the date of the issuance of the stock certificate for such shares. Neither the Plan, nor the granting of an Option or other rights herein, nor any other action taken pursuant to the Plan will constitute or be evidence of any agreement or understanding, express or implied, that a Eligible Participant has a right to continue as an Employee for any period of time or at any particular rate of compensation.

21.	Currency . All references to "$" herein are to the United States Dollar.

22.	Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California without regard to principles of conflicts of law.

23.

Limitations on Sale of Stock Purchased Under the Plan. The Plan is intended to provide Common Stock for investment and not for resale. The Company does not, however, intend to restrict or influence any Eligible Participant in the conduct of his own affairs. An Eligible Participant, therefore, may sell stock purchased under the Plan at any time he or she chooses, subject to compliance with any applicable Federal or state securities laws and subject to the restrictions on resale imposed under this Plan. THE PARTICIPANT ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK.

24.

Regulatory Approval. This Plan will be subject to the approval of any regulatory authority whose approval is required, including any approval of the TSX-V. Any Options granted under this Plan prior to such approvals being given will be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals are given. The Company's obligation to sell and deliver shares of the Common Stock under this Plan is subject to the regulatory approval required in connection with the authorization, issuance, or sale of such shares.

25.

Other Benefit and Compensation Programs. Unless otherwise specifically determined by the Committee, grants of Options under the Plan will not be deemed a part of an Eligible Participant's regular, recurring compensation for purposes of calculating payments or benefits from any Company benefit plan or severance program. Further, the Company may adopt other compensation programs, plans or arrangements as it deems appropriate or necessary.

26.

Unfunded Plan. Unless otherwise determined by the Board, the Plan will be unfunded and will not create (or be construed to create) a trust or a separate fund or funds. The Plan will not establish any fiduciary relationship between the Company and any Eligible Participant or other person. To the extent any person holds any rights by virtue of Options granted under the Plan, such rights will constitute, general unsecured liabilities of the Company and will not confer upon any Optionee any right, title or interest in any assets of the Company.

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27.

Arbitration . Any controversy arising out of, connected to, or relating to any matters herein of the transactions between an Eligible Participant and the Company (including for purposes of arbitration, officers, directors, employees, controlling persons, affiliates, professional advisors, agents, or promoters of the Company), on behalf of the undersigned, or this Agreement, or the breach thereof, including, but not limited to any claims of violations of Federal and/or State Securities Acts, Banking Statutes, Consumer Protection Statutes, Federal and/or State Anti-Racketeering (e.g. RICO) claims as well as any common law claims and any State Law claims of fraud, negligence, negligent misrepresentations, unjust termination, breach of contract, and/or conversion will be settled by arbitration; and in accordance with this paragraph and judgment on the arbitrator's award may be entered in any court having jurisdiction thereof in accordance with the provisions of California law. In the event of such a dispute, each party to the conflict will select an arbitrator, which will constitute the three person arbitration board. Participants will be required to waive any right to an award of punitive damages. The decision of a majority of the board of arbitrators, who will render their decision within thirty (30) days of appointment of the final arbitrator, will be binding upon the parties. Venue for arbitration will lie in Boise, Idaho.

28.

Amendment and Restatement . This Plan amends and restates the original stock option plan of the Company dated for reference January 25, 2008 (the " Original Plan "). All options granted under the Original Plan (the " Original Options ") will remain in full force and effect as Options under this Plan without amendment other than as required to conform such original Options to the terms and conditions of this Plan.

29.	Shareholder Approval . The Plan will be submitted to the shareholders of the Company for approval within 12 months of the date of this amended and restated Plan.