U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

Quarterly Report Under the Securities Exchange Act of 1934

For Quarter Ended: March 31, 2018

Commission File Number: 333-191175

PEERLOGIX, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		46-4824543
(State of other jurisdiction of incorporation)		(IRS Employer ID No.)

119 West 24^th Street, 4^th Floor

New York, New York 10011

(Address of principal executive offices)

(914) 550-9993

(Issuer’s Telephone Number)

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

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

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)		Emerging growth company	þ

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

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

The number of shares of the registrant’s only class of common stock issued and outstanding as of June 12, 2018, was 46,922,368 shares.

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

		Page No.

Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017 (unaudited)	4
	Condensed Consolidated Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2018 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures.	22

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
	Signatures	25

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PEERLOGIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2018			2017
	(unaudited)
ASSETS
Current assets:
Cash	$	21,670		$	14,086
Prepaid expenses and other current assets		11,509			19,070
Total current assets		33,179			33,156

Total assets	$	33,179		$	33,156

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	362,466		$	421,518
Accrued payroll and related expenses		411,930			371,069
Accrued directors' fees		110,075			95,075
Other accrued liabilities		346,089			203,719
Demand loans payable		15,000			15,000
Settlement payable		139,500			41,857
Convertible notes payable-net of debt discount of $245,561 and $277,969, respectively		1,645,389			1,432,081
Loans payable-officers		–			9,941
Derivative liabilities		1,452,577			935,274
Total current liabilities		4,483,026			3,525,534

Total liabilities		4,483,026			3,525,534

Commitments and contingencies

Stockholders' deficit:
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2018 and December 31, 2017		–			–
Common stock, par value $0.001; 100,000,000 shares authorized; 46,122,368 shares issued and outstanding as of March 31, 2018 and December 31, 2017		46,122			46,122
Additional paid in capital		4,958,860			4,850,445
Accumulated deficit		(9,454,829	)		(8,388,945	)
Total stockholders' deficit		(4,449,847	)		(3,492,378	)

Total liabilities and stockholders' deficit	$	33,179		$	33,156

See the accompanying notes to the condensed consolidated financial statements

PEERLOGIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended March 31,
	2018			2017

Revenue	$	6,093		$	–

Operating expenses:
General and administrative		192,805			502,067
Total operating expenses		192,805			502,067

Loss from operations		(186,712	)		(502,067	)

Other income (expense):
Interest expense		(402,660	)		(2,133,455	)
Change in fair value of derivative liabilities		(385,534	)		1,219,321
Loss on loan receivable		–			(37,500	)
Loss on settlement of debt		(90,978	)		(52,312	)
Total other income (expense)		(879,172	)		(1,003,946	)

Net loss	$	(1,065,884	)	$	(1,506,013	)

Net loss per common share-basic and diluted	$	(0.02	)	$	(0.05	)

Weighted average common shares outstanding-basic and diluted		50,392,309			32,248,283

See accompanying notes to the condensed consolidated financial statements

PEERLOGIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

THREE MONTHS ENDED MARCH 31, 2018

	Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2017		46,122,368	$	46,122	$	4,850,445	$	(8,388,945	)	$	(3,492,378	)
Fair value of warrants issued in connection with convertible notes payable		–		–		29,823		–			29,823
Reclassify derivative liability to equity upon payoff of convertible notes payable		–		–		14,180		–			14,180
Stock based compensation		–		–		64,412		–			64,412
Net loss		–		–		–		(1,065,884	)		(1,065,884	)
Balance, March 31, 2018 (unaudited)		46,122,368	$	46,122	$	4,958,860	$	(9,454,829	)	$	(4,449,847	)

See accompanying notes to the condensed consolidated financial statements

PEERLOGIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended March 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,065,884	)	$	(1,506,013	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		64,412			226,628
Amortization of debt discounts		243,308			614,624
Non cash interest		–			1,406,711
Change in fair value of derivative liabilities		385,534			(1,219,321	)
Loss on loan receivable		–			37,500
Loss on settlement of debt		90,978			52,312
Modification of investor warrants		–			34,586
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		7,561			20,090
Accounts payable		(59,052	)		37,898
Accrued payroll and related expenses		30,542			42,427
Accrued director fees		15,000			15,000
Other accrued liabilities		159,354			54,435
Net cash used in operating activities		(128,247	)		(183,123	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to abandoned acquisition target		–			(37,500	)
Net cash used in investing activities		–			(37,500	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		175,772			183,862
Repayments of notes payable-related party		–			(5,000	)
Repayments of convertible notes payable		(30,000	)		–
Repayments of officer loans		(9,941	)		(1,833	)
Net cash provided by financing activities		135,831			177,029

Net change in cash		7,584			(43,594	)

Cash-beginning of period		14,086			56,022
Cash-end of period	$	21,670		$	12,428

Supplemental disclosures of cash flow information:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

Supplemental disclosure on non-cash investing and financing activities:
Debt discount paid in form of warrants	$	29,823		$	5,450
Debt discount recorded on convertible debt accounted for as derivative liabilities	$	175,772		$	379,353
Repurchase of beneficial conversion feature due to reassessment of derivative liability	$	–		$	172,036
Reclassification of derivative liability to equity	$	14,180		$	11,779
Debt issuance cost paid in form of common stock and warrants	$	–		$	191,047
Common stock issued in connection with settlement of liabilities	$	–		$	57,500

See accompanying notes to the condensed consolidated financial statements

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

NOTE 1 – ORGANIZATION AND OPERATIONS

Peerlogix, Inc. (“Peerlogix” or the “Company”) was incorporated in Nevada on February 14, 2014. The Company is an advertising technology and data aggregation company. The Company provides software as a service (SAAS) platform, which enables the tracking and cataloguing of over-the-top viewership and listenership in order to determine consumer trends and preferences based upon media consumption. Its platform collects over-the-top data, including Internet Protocol (IP) addresses of the streaming and downloading parties (location), the name, media type and genre of media watched, listened or downloaded, and utilizes licensed and publicly available demographic and other databases to further filter the collected data to provide insights into consumer preferences to digital advertising firms, product and media companies, entertainment studios and others.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of March 31, 2018, the results of operations for the three months ended March 31, 2018 and 2017, and the statement of cash flows for the three months ended March 31, 2018 and 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results for the full year ending December 31, 2018 or any other period.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2017 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on April 30, 2018.

NOTE 2 – GOING CONCERN AND MANGAGEMENT’S LIQUIDITY PLANS

The Company has generated minimal revenues since inception and continues to incur recurring losses from operations and has an accumulated deficit. Accordingly, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a net loss of approximately $1,066,000 and net cash used in operations of approximately $128,000 for the three months ended March 31, 2018. In addition, the Company has notes payable in default (see Note 6). These conditions indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of the condensed consolidated financial statements.

The Company's primary source of operating funds since inception has been cash proceeds from the sale of Class A units, common stock and common stock warrants, convertible debentures and notes payable. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The Company requires immediate capital to remain viable. The Company can give no assurance that such financing will be available on terms advantageous to the Company, or at all. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all of its operational activities. There can be no assurance that such a plan will be successful. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Peerlogix Technologies, Inc. and IP Squared Technologies Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain items in the prior year financial statements have been reclassified to conform to the current year presentation. These reclassifications did not have an impact on previously reported results of operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s equity instruments, convertible debt, derivative liabilities, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets.

Convertible Instruments

The Company bifurcates conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

Accounting for Warrants

The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

Net Loss Per Share

Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted earnings per share, when presented, includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. Common stock equivalents are excluded in the computation of diluted earnings per share since their inclusion would be anti-dilutive.

Total shares issuable upon the exercise of warrants, exercise of stock options and conversion of convertible promissory notes for the three months ended March 31, 2018 and 2017 were as follows:

	March 31,
	2018		2017
Warrants		38,062,869		11,206,681
Stock options		24,550,000		19,300,000
Convertible promissory notes and accrued interest		41,656,279		17,302,005
Total		104,269,148		47,808,686

For the three months ended March 31, 2018, 4,269,941 warrants were included in basic and diluted loss per share as their exercise price was determined to be nominal.

Derivative Liabilities

In connection with the issuance of certain convertible promissory notes, the terms of the convertible notes included an embedded conversion feature which provided for the settlement of certain convertible promissory notes into shares of common stock at a rate which was determined to be variable with no floor. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging”

The accounting treatment of derivative financial instruments requires that the Company record the conversion option, if applicable, at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The fair values of conversion options that are convertible at a variable conversion price are valued using a Black-Scholes Valuation Model. The Company determined the fair value of the conversion option using either the Black-Scholes Valuation Model or the Binomial Lattice Model to be materially the same.

The Black-Scholes Valuation Model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted.

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

The principal assumptions used in applying the Black-Scholes model were as follows:

	Three Months Ended
	March 31, 2018
Risk-free interest rate	1.63% – 1.93%
Contractual term	0.02 - 4.00 years
Expected volatility	265.65%
Dividends	0.0%

At any given time, certain of the Company’s embedded conversion features on debt and outstanding warrants may be treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the latest maturity date.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments.

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the warrant liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Principal Financial Officer determines its valuation policies and procedures.

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Principal Financial Officer.

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as follows:

March 31, 2018			Fair Value Measurement Using
	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative conversion features	$	1,452,577	$	–	$	–	$	1,452,577	$	1,452,577

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2018:

	Fair Value Measurement Using Level 3 Inputs
	Total

Balance, December 31, 2017	$	935,274
Issuances		145,949
Reclassify to equity upon note payoff		(14,180	)
Change in fair value		385,534
Balance, March 31, 2018	$	1,452,577

Changes in the unobservable input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable inputs used in the fair value measurements are the expected volatility assumption. A significant increase (decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement.

Recently Issued Accounting Guidance

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. The adoption of ASU 2016-09 is not expected to have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments.

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value because of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.

Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception.

Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2017-11 did not materially impact the Company’s condensed consolidated financial position, results of operations or cash flows.

There were no other new accounting pronouncements that were issued or became effective since the issuance of the Company’s 2017 Annual Report on Form 10-K that had, or are expected to have, a material impact on its condensed consolidated financial position, results of operations or cash flows.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed.

NOTE 4 – SETTLEMENT PAYABLE

On April 8, 2016 (the “Initial Closing Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) with Attia Investments, LLC, a related party (the “Investor”). A shareholder of the Company who previously owned in-excess of 5% of the Company’s common stock is the managing member of Attia Investments, LLC. Under the Agreement, we issued and sold to the Investor, and the Investor purchased from us, Debentures in the principal amount of $87,500 for a purchase price of $70,000 (together the “Debentures”), bearing interest at a rate of 0% per annum, with an original maturity on October 8, 2016, further extended to April 8, 2017. The Debentures are secured by all assets of the Company. The Company was in default of the SPA, making the entire unpaid principal and interest due and payable. The investor has initiated a claim against the Company for payment of a loan in default. Subsequent to March 31, 2018, the Company accepted a settlement totaling approximately $90,000 cash and 800,000 shares of stock. As such, the Company has reclassified the note payable-related party to settlement payable and accrued the estimated fair value of the settlement of $139,500. In connection with the settlement, the Company recorded a loss on settlement of debt of $90,978 in current period operations.

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

NOTE 5 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable are comprised of the following:

	March 31,		December 31,
	2018		2017
Offering 3	$	825,500	$	825,500
Offering 4		439,550		439,550
Offering 5		200,000		200,000
Offering 6		425,900		245,000
Total		1,890,950		1,710,500
Less: debt discount		245,561		277,969
Net	$	1,645,389	$	1,432,081

Offering 6:

During the three months ended March 31, 2018, the Company sold $210,900 of Units to investors. Each Unit was sold at a price of $10,000 per Unit and consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000 and four year warrants exercisable for an aggregate number of shares of common stock equal to 50% of the shares of common stock into which the Note is initially convertible, exercisable at a price of $0.10 per share. The Offerings Notes are due six months after the issuance of each note, as amended.

Each of the Notes will be convertible at an initial price equal to $0.06 per share. In addition, during the two month period commencing on each issuance of the Offering 3 Notes, as amended, the Notes will contain a look-back provision pursuant to which the Notes will be convertible at the lower of $0.06 or the lowest volume weighted average price of the Company’s common stock (the “VWAP”) during any 10 day period during such two (2) month period, provided however, in the event that the VWAP during any such ten (10) day period is less than $0.06, then the reset conversion price of the Notes shall be no lower than $0.03. The Notes also contain a reset provision to the same price as any future offering in the next three (3) years in the event that the conversion or offering price of securities offered in such subsequent offering is less than the Conversion Price of the Notes in this Offering.

The Company will have the ability to extend the Notes for an additional six (6) months (the “Extended Term”) and if so extended shall be referred to herein as the “Extended Notes”. The Extended Notes, upon maturity, will pay interest at a six (6) month rate of 18% (36% annualized) at the termination of the Extended Term. The Extended Notes, to the extent extended pursuant to their terms for the Extended Term, will carry an additional 50% warrant coverage (e.g. such warrant to be exercisable for an additional 50% of the number of shares into which the Extended Note is initially convertible (the “Extended Warrants”). The Extended Warrants shall be exercisable at a price equal to $0.10. The Extended Warrants will expire four (4) years from the Extended Term and shall contain customary anti-dilution rights (for stock splits, stock dividends and sales of substantially all the Company’s assets) and the shares underlying the Extended Warrants will contain registration rights.

The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Black Scholes model at the assessment date and the period end. The conversion feature, when assessed, gave rise to a derivative liability of $145,949. The Company recorded an aggregate debt discount to the Notes of $210,900 comprised of i) $145,949 relating to the fair value of the conversion option, which was recorded as a derivative liability ii) $35,128 of incurred issuance costs and iii) $29,823 allocated fair value of the issued warrants. The debt discounts are amortized ratably to interest expense over the term of the notes.

At March 31, 2018, the Company reassessed the fair value of the conversion feature of the issued and outstanding notes and accrued interest and determined the estimated fair value of the derivative liability of $1,452,577. The Company recorded a loss on change in fair value of derivative liabilities of $385,533 for the three months ended March 31, 2018.

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

NOTE 6 – STOCKHOLDERS’ DEFICIT

Warrants

The Company used the Black-Scholes model to determine the fair value of warrants granted during the three months ended March 31, 2018. In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions:

	Three Months Ended March 31, 2018
Risk free interest rate	2.41 – 2.59%
Dividend yield	0.00%
Expected volatility	170.30%-264.49%
Contractual term (years)	4

The following is a summary of the Company’s warrant activity during the three months ended March 31, 2018:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding – December 31, 2017		36,305,369	$	0.11		3.74
Granted		1,757,500		0.10		4.00
Exercised		–		–		–
Forfeited/Cancelled		–		–		–
Outstanding and Exercisable – March 31, 2018		38,062,869	$	0.11		3.51

At March 31, 2018, the aggregate intrinsic value of warrants outstanding and exercisable was $304,176.

The following is additional information with respect to the Company's warrants as of March 31, 2018:

Number of Warrants	Exercise Price	Weighted Average Remaining Contractual Life (In Years)	Currently Exercisable
4,219,941	$0.001	6.12	4,219,941
50,000	$0.01	1.93	50,000
1,000,000	$0.06	4.03	1,000,000
29,599,593	$0.10	3.14	29,599,593
1,000,000	$0.12	4.03	1,000,000
1,000,000	$0.18	4.03	1,000,000
418,333	$0.60	2.11	418,333
775,002	$0.72	2.37	775,002
38,062,869			38,062,869

PEERLOGIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

During the three months ended March 31, 2018, the Company issued an aggregate of 1,757,500 warrants to purchase the Company’s common stock at $0.10 per share, expiring four years from issuance, in connection with the issuance of convertible notes payable.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Litigations, Claims and Assessments

The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters other than described above that are deemed material to the condensed consolidated financial statements as of March 31, 2018.

Payroll Tax Liabilities

As of March 31, 2018, and through the date of this report, the Company has not filed certain federal and state income and payroll tax returns nor has it paid the payroll tax amounts and related interest and penalties relating to such returns. Amounts due under these returns with respect to penalties and interest are estimated to be $10,319 and $10,118 as of March 31, 2018 and December 31, 2017, respectively which have been included in other accrued liabilities at March 31, 2018 and December 31, 2017 in the accompanying condensed consolidated Balance Sheets.

Placement Agent and Finders Agreements

In 2018, the Company entered into a Financial Advisory and Investment Banking Agreements with WestPark Capital, Inc. (“WestPark”) (the “WestPark Advisory Agreements”). Pursuant to the WestPark Advisory Agreement, WestPark shall act as the Company’s financial advisor and placement agent in connection with a best efforts private placement (the “Financing”) of the Company’s debt and/or equity securities (the “Securities”).

The Company, upon each closing of the Financing will pay consideration to WestPark, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing from the sale of Securities placed by WestPark and warrants in the amount of 10% of the aggregate gross proceeds. The Company will also pay all WestPark legal fees and expenses as well as a 3% non-accountable expense allowance of the aggregate gross proceeds raised in the Financing. The Placement Agent Warrants will have: (a) a nominal exercise price of $0.001 per share, (b) a seven year term, and (c) a cashless exercise provision. The shares underlying the Placement Agent Warrants will have standard piggyback registration rights.

NOTE 8 – SUBSEQUENT EVENTS

Financing

In April and May 2019, the Company sold an aggregate of $160,000 of Units to six investors under Offering 6. Each Unit was sold at a price of $10,000 per Unit and consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000 (the “Offering 6 Notes”) and four year warrants exercisable for an aggregate number of shares of common stock equal to 50% of the shares of common stock into which the Offering 6 Note is initially convertible, exercisable at a price of $0.06 per share. The Offering 6 Notes are due six months after the issuance of each note. In connection with the sale of $160,000 of Units, the Company issued an aggregate of 1,333,334 four year warrants.

Equity issuances

In April 2018, the Company issued 800,000 shares of its common stock in part of settlement agreement to Attia Investments LLC as described in Note 4.

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

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

Overview

Peerlogix, Inc. was incorporated in Nevada on February 14, 2014. The Company is an advertising technology and data aggregation company. The Company provides software as a service (SAAS) platform, which enables the tracking and cataloguing of over-the-top viewership and listenership in order to determine consumer trends and preferences based upon media consumption. Its platform collects over-the-top data, including Internet Protocol (IP) addresses of the streaming and downloading parties (location), the name, media type and genre of media watched, listened or downloaded, and utilizes licensed and publicly available demographic and other databases to further filter the collected data to provide insights into consumer preferences to digital advertising firms, product and media companies, entertainment studios and others.

Operations

We will generate revenue primarily by licensing our Over-the-Top audience dataset to platforms and channel partners. We predominantly contract with Data Management Platforms (DMPs) and Demand Side Platforms (DSPs) (collectively, “Demand Partners”) who license our solution to use in conjunction with other solutions offered to their advertiser clients, including brands and advertising agencies.

When we contract with a Demand Partner, it acts as an agent for a disclosed or undisclosed principal, which is the advertiser. Our contracts with Demand Partners, including DMPs and DSPs representing advertisers, are generally in the form of a revenue share between the Demand Partner and Peerlogix. Revenue payouts to PeerLogix typically occur within sixty (60) days after the end of each calendar month, and the contracts typically have an initial term of a year.

In September 2017, we renewed an agreement with Lotame, Inc, whereas, our Over-the-Top audience segments are licensed for use in Lotame’s LDX platform. In August 2017, we entered into an agreement with eXelate, Inc., a subsidiary of Nielsen Holdings plc, whereas, our Over-the-Top audience segments are licensed for use via eXelate’s proprietary electronic platform. In October 2017, we entered into a partnership with AdSquare to integrate our Over-the-Top audience segments with their Audience Management Platform.

We also work with Channel Partners who provide us with ad hoc integrations to the majority of marketing platforms in the digital marketing ecosystem, including the DMPs and DSPs licensing our Over-the-Top audience data. Channel Partner relationships are a critical aspect of our supply chain and represent the distribution component of our business by facilitating our audience data for Demand Partners. We see healthy relationships with Channel Partners as a sign of validation in an otherwise noisy industry of data providers who we compete against for advertising spend from DMPs and DSPs. Together, Channel Partners form the “power grid” for data distribution, the foundation that Demand Partners commonly rely upon for access to our audience data.

In May 2017, we entered into a partnership with Narrative I/O to integrate our Over-the-Top audience data with their marketplace, enabling buyers on their platform access to our OTT engagement data. In June 2017, we entered into a partnership with Neustar, Inc. to warehouse our household level Over-the-Top audience data with Neustar’s Data Onboarding offering, therefore expanding our potential distribution capabilities to include companies integrated with Neustar’s partner ecosystem. In September 2017, we entered into a partnership with Liveramp, a subsidiary of Acxiom, Inc., to include our Over-the-Top audience data in Liveramp’s Data Store, enabling access to our data for advertising in partners of Liveramp.

Results of Operations for the Three Months Ended March 31, 2018 and 2017

The following table sets forth the summary statement of operations for the three months ended March 31, 2018 and 2017:

	For the Three Months Ended
	March 31, 2018			March 31, 2017
Revenue	$	6,093		$	–
Operating Expenses	$	(192,805	)	$	(502,067	)
Interest Expense	$	(402,661	)	$	(2,133,455	)
Change in fair value of derivative liabilities	$	(385,534	)	$	1,219,321
Loss on extinguishment of debt and loan receivable	$	(90,977	)	$	(89,812	)
Net Loss	$	(1,065,884	)	$	(1,506,013	)

Revenues: From inception through March 31, 2018 the Company has generated minimal revenues.

Operating Expenses: Operating expenses consist primarily of compensation and related costs for personnel and facilities, and include costs related to our facilities, finance, human resources, information technology and fees for professional services. Professional services are principally comprised of outside legal, audit, information technology consulting, marketing, investor relations and outsourcing services.

Operating expenses decreased by 61.6% during the three months ended March 31, 2018, as compared to the three months ended March 31, 2017. The overall $309,262 decrease in operating expenses is primarily attributable to the following approximate net increases (decreases) in operating expenses:

An increase of payroll and related expenses of $52,823 due to an increase in officers’ salaries and a new employee.

A decrease in equity-based compensation expense of $162,216. During the three months ended March 31, 2018, the Company recognized $64,412 of equity-based compensation as a result of equity-based awards granted to board members and advisory board members. During the three months ended March 31, 2017, the Company recognized $226,628 of equity- based compensation.

A decrease in professional fees of $162,943 (excluding equity-based compensation - see above). In the current period the Company incurred a decrease in consulting fees related to business development, financial advisory services and investor relations and an increase in auditing fees and legal fees related to public filing requirements. These decreases were partially offset by an increase in accounting fees related to public filing requirements.

A decrease in general operating costs of $38,559 primarily due to the less costs incurred in the current period as compared to same period, last year. Monthly server costs fluctuate based on usage and data collection.

Other expenses: Other expense consists primarily of interest expense primarily related to the Company’s notes payable.

Interest expense - decreased by $1,730,794 to $402,661 during the three months ended March 31, 2018 as compared to $2,133,455 during the three months ended March 31, 2017 primarily from a non cash interest charge of $1,406,711 in 2017, decrease in non-cash debt discount amortization of $371,316, net with increase due to the issuance of new notes subsequent to March 31, 2017.

Change in derivative liabilities- We issued convertible notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a loss of $(385,533) and a gain of $1,219,321 on change in fair value of derivative liabilities for the three months ended March 31, 2018 and 2017, respectively.

Loss on extinguishment of debt-During the three months ended March 31, 2018; we recorded a settlement relating to an outstanding convertible note and accrued interest, incurring a loss on settlement of debt of $90,978 compared to $52,312 for the same period last year.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at March 31, 2018 compared to December 31, 2017:

	March 31, 2018			December 31, 2017			Increase/ (Decrease)
Current Assets	$	33,179		$	33,156		$	23
Current Liabilities	$	4,483,026		$	3,525,534		$	957,492
Working Capital Deficit	$	(4,449,847	)	$	(3,492,378	)	$	957,469

As of March 31, 2018, we had working capital deficit of $4,449,847 as compared to a working capital deficit of $3,492,378 as of December 31, 2017, an increase of $957,469. The change in working capital deficit is primarily attributable our increase in accounts payable and accrued expenses of $139,179, increase in our short term debt of $301,010 and our derivative liability of $517,303.

We have incurred net operating losses and operating cash flow deficits since inception, continuing through the first quarter of 2018. We have been funded primarily by a combination of equity issuances and debt, to execute on our business plan and for working capital. Our principal source of liquidity is our cash. At March 31, 2018, we had cash totaling approximately $21,700. We believe our existing available cash is insufficient to enable the Company to meet the working capital requirements for the near future. Consequently, we will be required to raise additional capital to complete the development and commercialization of our current product. However, there can be no assurance that we will be able to raise additional capital on terms acceptable to us, or at all. In order to boost sales, we continue to explore potential expansion opportunities in the industry through mergers and acquisitions, enhancement of our existing products, development of new products and expansion into other international markets. We will incur increased costs as a result of being a public company, which could affect our profitability and operating results.

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costly. We expect to spend between $100,000 and $150,000 in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.

Management has determined that additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Going Concern and Management’s Liquidity Plans

As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit of $9,454,829 at March 31, 2018, a net loss and net cash used in operating activities for the period then ended and since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There can be no assurance that the Company will be able to raise any additional capital.

We may also require additional funding to finance the growth of our anticipated future operations as well as to achieve our strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event, the Company would be required to change its growth strategy and seek funding on that basis, if at all.

Our plan regarding these matters is to raise additional debt and/or equity financing to allow us the ability to cover our current cash flow requirements and meet our obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that we are unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, we may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Financing Transactions

During the three months ended March 31, 2018, the Company sold $210,900 of Units to investors, net of certain costs. Each Unit was sold at a price of $10,000 per Unit and consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000 and four year warrants exercisable for an aggregate number of shares of common stock equal to 50% of the shares of common stock into which the Note is initially convertible, exercisable at a price of $0.10 per share. The Offerings Notes are due six months after the issuance of each note, as amended.

The Notes also contain a reset provision to the same price as any future offering in the next three (3) years in the event that the conversion or offering price of securities offered in such subsequent offering is less than the Conversion Price of the Notes in this Offering.

Summary Cash flows for the Three Months Ended March 31, 2018 and 2017:

	Three Months Ended
	March 31, 2018			March 31, 2017
Net cash used in operating activities	$	(128,247	)	$	(183,123	)
Net cash used in investing activities	$	–		$	(37,500	)
Net cash provided by financing activities	$	135,831		$	177,029

Cash Used in Operating Activities

Our primary uses of cash from operating activities include payments to consultants for research and development, compensation and related costs, legal and professional fees, computer and internet expenses and other general corporate expenditures.

Cash used in operating activities consist of net loss adjusted for certain non-cash items, primarily equity-based compensation expense, amortization of debt discount, and amortization of debt issuance costs during the three months ended March 31, 2018, as well as the effect of changes in working capital and other activities.

The adjustments for the non-cash items increased from the three months ended March 31, 2017 to the three months ended March 31, 2018 due primarily to a decrease in equity based compensation and amortization of the debt discount and debt issuance costs recorded on the notes payable entered into during the current period. In addition, the net increase in cash from changes in working capital activities from the three months ended March 31, 2017 to the three months ended March 31, 2018 primarily consisted of an increase in accounts payable and accrued expenses primarily due to an increase in accrued payroll and payroll related expenses, accrued accounting fees, accrued director’s fees and accrued consulting fees, business development, financial advisory services and investor relations.

Cash Provided by Financing Activities

Cash provided by financing activities consists primarily of net proceeds from issuance or repayments of notes payable, convertible promissory notes and related party loans.

Cash provided by financing activities decreased from the three months ended March 31, 2017 to the three months ended March 31, 2018, primarily driven by a decrease in proceeds from the convertible notes.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“U.S. GAAP”). U.S. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to U.S. GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 3 of our condensed consolidated financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s equity instruments, convertible debt, derivative liabilities, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets.

Recently Issued Accounting Pronouncements

See Note 3 to our condensed consolidated financial statements for the three months ended March 31, 2018, included elsewhere in this document.

Off Balance Sheet Arrangements:

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are an emerging growth company and are not required to provide the information under this item pursuant to Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer/Chief Financial Officer, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of our Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2018.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms due to the existence of certain material weaknesses identified in the “Risk Factors and Special Considerations” section in Form 10-K as filed by the Company with the SEC on April 30, 2018.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended March 31, 2018, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings

Attia Enterprises, a creditor, has initiated a claim against the Company for $87,500 relating to a loan due of $46,664 including interest currently in default. The Company retained counsel for representation in the matter. Subsequent to March 31, 2018, the Company accepted a settlement totaling approximately $90,000 cash and 800,000 shares of stock.

In the ordinary course of business, the Company will occasionally be threatened with litigation from vendors for overdue fees. The Company will respond to any such threats in due course.

Item 1A. Risk Factors

As an emerging company, we are not required to provide the information required by this Item.

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

None

Item 3. Defaults upon Senior Securities

None.

ITEM 4. mine safety disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are included with this report.

	31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

	31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

	32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	101.INS	XBRL Instance Document

	101.SCH	XBRL Schema Document

	101.CAL	XBRL Calculation Linkbase Document

	101.DEF	XBRL Definition Linkbase Document

	101.LAB	XBRL Label Linkbase Document

	101.PRE	XBRL Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on June 18, 2018.

PEERLOGIX, INC.

By: /s/ Ray Colwell

Ray Colwell

Chief Executive Officer and

Principal Executive Officer

PeerLogix, Inc. 10-Q