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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedOctoberJuly 31, 20172018

OR

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

For the transition period from ______________ to ______________

Commission file number001-35592

COUNTERPATH CORPORATION
(Exact name of registrant as specified in its charter)

Nevada20-0004161
(State or other jurisdiction of incorporation or(IRS Employer Identification No.)
organization) 

Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3
(Address, including zip code, of principal executive offices)

(604) 320-3344
(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer[   ]Accelerated filer[   ]
Non-accelerated filer[   ]Smaller reporting company [X][X]
(Do not check if a smaller reporting company)Emerging growth company[   ]

1


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.
Yes [   ]   No [   ]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,502,5435,941,909 shares of common stock issued and outstanding as of December 8, 2017.September 10, 2018.

2


COUNTERPATH CORPORATION
OCTOBERJULY 31, 20172018 QUARTERLY REPORT ON FORM 10-Q

INDEX

  Page
   
 PART I – FINANCIAL INFORMATION
   
Item 1.Financial Statements.4
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.2322
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk.3531
   
Item 4.Controls and Procedures.3531
   
 PART II – OTHER INFORMATION
   
Item 1.Legal Proceedings.3532
   
Item 1A.Risk Factors.3632
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.4339
   
Item 3.Defaults Upon Senior Securities.4441
   
Item 4.Mine Safety Disclosures.4441
   
Item 5.Other Information.4441
   
Item 6.Exhibits.4441

3


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated financial statements for the quarter ended OctoberJuly 31, 20172018 include all adjustments necessary in order to ensure that the interim consolidated financial statements are not misleading.

In the interim consolidated financial statements for the quarter ended OctoberJuly 31, 2017,2018, all amounts are expressed in United States dollars, unless otherwise indicated. The interim consolidated financial statements for the quarter ended OctoberJuly 31, 20172018 are prepared in accordance with generally accepted accounting principles in the United States.

COUNTERPATH CORPORATION
INDEX TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)
(Stated in U.S. Dollars)

 Page
  
Interim Consolidated Balance Sheets5
  
Interim Consolidated Statements of Operations6
  
Interim Consolidated Statements of Comprehensive Loss6
  
Interim Consolidated Statements of Cash Flows7
  
Interim Consolidated Statement of Changes in Stockholders’ Equity8
  
Notes to the Interim Consolidated Financial Statements9

4


COUNTERPATH CORPORATION
INTERIM CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars)
(Unaudited)

 July 31,  April 30, 
 October 31,  April 30,  2018  2018 
 2017  2017       
Assets            
Current assets:            
Cash and cash equivalents$ 1,682,132 $ 2,071,019 
Accounts receivable (net of allowance for doubtful accounts of $179,926 and $80,232, respectively) 3,818,622  2,133,469 
Cash$ 1,877,163 $ 2,348,883 
Accounts receivable (net of allowance for doubtful accounts of $401,787 (2018 - $322,638)) 3,203,169  3,509,010 
Deferred sales commission costs – current – Note 4 87,566   
Derivative assets 15,720   
Prepaid expenses and deposits 170,640  170,853  161,661  191,245 
Total current assets 5,671,394  4,375,341  5,345,279  6,049,138 
            
Deposits 98,481  91,400  97,389  98,633 
Deferred sales commission costs – non-current – Note 4 70,449   
Equipment 129,200  125,813  98,260  121,819 
Goodwill – Note 2(e) 6,831,467  6,440,955 
Other assets 208,444  199,637 
Goodwill 6,744,713  6,843,575 
Intangibles and other assets 218,666  221,062 
Total Assets$ 12,938,986 $ 11,233,146 $ 12,574,756 $ 13,334,227 
            
Liabilities and Stockholders’ Equity            
Current liabilities:            
Accounts payable and accrued liabilities$ 1,912,904 $ 1,825,528 $ 2,490,403 $ 2,437,733 
Derivative liability 10,318   
Unearned revenue 2,558,932  2,565,876 
Customer deposits 2,200  2,200 
Accrued warranty 60,660  54,365  59,839  63,130 
Customer deposits 4,680  6,211 
Unearned revenue 2,372,559  2,134,948 
Total current liabilities 4,350,803  4,021,052  5,121,692  5,068,939 
            
Deferred lease inducements 19,366  23,022  11,638  14,339 
Unrecognized tax liability 9,763  9,763  9,763  9,763 
Total liabilities 4,379,932  4,053,837  5,143,093  5,093,041 
            
Stockholders’ equity:            
Preferred stock, $0.001 par value
Authorized: 100,000,000
Issued and outstanding: October 31, 2017 – nil; April 30, 2017 – nil
    
Common stock, $0.001 par value – Note 5
Authorized: 10,000,000
Issued and outstanding:
October 31, 2017 – 5,499,150; April 30, 2017 – 5,005,245
 5,499  5,005 
Treasury stock (2) (60)
Preferred stock, $0.001 par value
Authorized: 100,000,000
Issued and outstanding: July 31, 2018 – nil; April 30, 2018 – nil
    
Common stock, $0.001 par value – Note 7
Authorized: 100,000,000
Issued: July 31, 2018 – 5,939,598; April 30, 2018 – 5,930,468
 5,940  5,931 
Additional paid-in capital 73,282,856  71,680,575  75,440,528  75,170,181 
Accumulated deficit (61,474,714) (60,481,015)
Accumulated deficit – Note 4 (64,578,599) (63,701,685)
Accumulated other comprehensive loss – currency translation adjustment (3,254,585) (4,025,196) (3,436,206) (3,233,241)
Total stockholders’ equity 8,559,054  7,179,309  7,431,663  8,241,186 
Liabilities and Stockholders’ Equity$ 12,938,986 $ 11,233,146 $ 12,574,756 $ 13,334,227 
            
Commitments – Note 7      
Contingencies – Note 8      
Commitments – Note 10      
Contingencies – Note 11      

See accompanying notes to the interim consolidated financial statements

5


COUNTERPATH CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
(Unaudited)

 Three Months Ended  Six Months Ended  Three Months Ended 
 October 31,  October 31,  July 31, 
 2017  2016  2017  2016  2018  2017 
Revenue – Note 6:            
Revenue – Note 9:      
Software$ 1,816,867 $ 1,242,860 $ 3,515,760 $ 2,898,863 $ 1,356,002 $ 1,698,893 
Subscription, support and maintenance 981,619  957,891  1,948,681  1,913,187  1,251,020  967,062 
Professional services and other 612,079  550,362  1,058,930  965,057  280,808  446,851 
Total revenue 3,410,565  2,751,113  6,523,371  5,777,107  2,887,830  3,112,806 
Operating expenses:                  
Cost of sales (includes depreciation of $3,168 (2016 – $5,419)) 380,822  476,547  769,065  973,663 
Cost of sales (includes depreciation of $528 (2017 - $1,584)) 595,556  388,243 
Sales and marketing 1,031,227  988,540  2,035,511  1,950,409  994,960  1,004,284 
Research and development 1,329,437  1,150,515  2,690,910  2,309,176  1,402,956  1,361,473 
General and administrative 714,598  871,608  1,607,185  1,853,079  991,638  892,587 
Total operating expenses 3,456,084  3,487,210  7,102,671  7,086,327  3,985,110  3,646,587 
Loss from operations (45,519) (736,097) (579,300) (1,309,220) (1,097,280) (533,781)
Interest and other income (expense), net:                  
Interest and other income   173    186 
Interest expense (162)   (215)   (5) (53)
Foreign exchange gain/(loss) 204,515  171,904  (414,184) 381,103 
Net income (loss) for the period$ 158,834 $ (564,020)$ (993,699)$ (927,931)
Foreign exchange gain (loss) 80,936  (618,699)
Gain on change in fair value of derivative instruments 5,402   
Total interest and other income (expense), net 86,333  (618,752)
Net loss for the period$ (1,010,947)$(1,152,533)
                  
Net income (loss) per share:            
Basic – Note 9$ 0.03 $ (0.12)$ (0.19)$ (0.20)
Diluted – Note 9$ 0.03 $ (0.12)$ (0.19)$ (0.20)
            
Net loss per share:      
Basic and diluted – Note 12$ (0.17)$ (0.23)
Weighted average common shares outstanding:                  
Basic – Note 9 5,487,765  4,554,226  5,262,359  4,552,371 
Diluted – Note 9 5,892,580  4,554,226  5,262,359  4,552,371 
Basic and diluted – Note 12 5,932,417  5,036,954 

See accompanying notes to the interim consolidated financial statements

COUNTERPATH CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Stated in U.S. Dollars)
(Unaudited)

 Three Months Ended  Six Months Ended  Three Months Ended 
 October 31,  October 31,  July 31, 
 2017  2016  2017  2016  2018  2017 
Net income (loss) for the period$ 158,834 $ (564,020)$ (993,699)$ (927,931)
Net loss for the period$ (1,010,947)$ (1,152,533)
Other comprehensive loss:                  
Foreign currency translation adjustments (425,942) (356,927) 770,611  (852,279) (202,966) 1,196,553 
Comprehensive loss$ (267,108)$ (920,947)$ (223,088)$ (1,780,210)
Comprehensive (loss) income$ (1,213,913)$ 44,020 

See accompanying notes to the interim consolidated financial statements

6


COUNTERPATH CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
(Unaudited)

 Three Months Ended 
 Six Months Ended  July 31, 
 October 31,  2018  2017 
 2017  2016       
Cash flows from operating activities:            
Net (loss) for the period$ (993,699)$ (927,931)
Net loss for the period$ (1,010,947)$ (1,152,533)
Adjustments to reconcile net loss to net cash used in operating activities:        
Deferred lease inducements (5,057) (4,987) (2,494) (2,461)
Depreciation and amortization 55,869  52,487  28,942  29,454 
Stock-based compensation 406,959  551,190 
Issuance of common stock for services 2,776  13,963 
Foreign exchange loss (gain) 383,154  (437,795)
Unrealized foreign exchange (gain) loss (120,744) 612,273 
Stock-based compensation – Note 7 267,412  296,332 
Change in fair value of derivative instruments (5,402)  
      
Changes in assets and liabilities:            
Accounts payable and accrued liabilities 66,822  137,892 
Accounts receivable (1,685,153) 219,239  305,836  (533,849)
Prepaid expenses and deposits 29,060  76,548 
Accounts payable and accrued liabilities 38,392  (12,010)
Unearned revenue 237,611  319,980 
Deferred sales commission costs – Note 4 (23,982)  
Accrued warranty 6,295  (1,591) (3,291) 555 
Customer deposits (3,831) 941    4,861 
Prepaid expenses and deposits 29,085  11,256 
Unearned revenue (6,944) (118,085)
Net cash used in operating activities (1,527,624) (149,966) (475,707) (714,305)
            
Cash flows from investing activities:            
Purchase of equipment (51,818) (57,517)
Purchase of other assets (10,585) (4,023)
Purchases of equipment (3,911) (34,592)
Purchases of intangibles (265) (7,161)
Net cash used in investing activities (62,403) (61,540) (4,176) (41,753)
            
Cash flows from financing activities:            
Common stock issued 1,195,776   
Common stock repurchased (33,220) (7,870)
Net cash provided by (used in) financing activities 1,162,556  (7,870)
Net proceeds from issuance of common stock 2,944  1,174,302 
Repurchases of common stock   (9,964)
Net cash provided by financing activities 2,944  1,164,338 
            
Foreign exchange effect on cash 38,584  (20,597) 5,219  46,963 
            
Net decrease in cash (388,887) (239,973)
Increase (decrease) in cash (471,720) 455,243 
            
Cash, beginning of the period 2,071,019  2,159,738  2,348,883  2,071,019 
Cash, end of the period$ 1,682,132 $ 1,919,765 $ 1,877,163 $ 2,526,262 
            
Supplemental disclosure of cash flow information            
Cash paid for:            
Interest$ 162 $ – $ 5 $ 53 
Income taxes paid$ – $ – 
Taxes$ – $ – 
      
Non cash transactions – Notes 7      

See accompanying notes to the interim consolidated financial statements

7


COUNTERPATH CORPORATION
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
for the SixThree Months Ended OctoberJuly 31, 20172018
(Stated in U.S. Dollars)
(Unaudited)

  Common Shares  Treasury Shares             
                    Accumulated    
  Number     Number     Additional     Other    
  of     of     Paid-in  Accumulated  Comprehensive    
  Shares  Par Value  Shares  Par Value  Capital  Deficit  Loss  Total 
                         
Balance, April 30, 2017 5,005,245 $ 5,005  (59,900)$ (60)$ 71,680,575 $ (60,481,015)$ (4,025,196)$ 7,179,309 
                         
Shares issued:                        
Private placement, net of share issuance costs – Note 5 539,240  540      1,165,956      1,166,496 
Issuance of common stock for services – Note 5 14,000  14      33,303      33,317 
Share repurchase plan     (13,600) (14) (33,630)     (33,644)
Cancellation of shares – Note 5 (71,500) (72) 71,500  72  425      425 
Stock-based compensation – Note 5         406,959      406,959 
Employee share purchase program 12,165  12      29,268      29,280 
Net loss for the period           (993,699)   (993,699)
Foreign currency translation adjustment             770,611  770,611 
                         
Balance, October 31, 2017 (unaudited) 5,499,150 $ 5,499  (2,000)$ (2)$ 73,282,856 $ (61,474,714)$ (3,254,585)$ 8,559,054 
  Common Shares  Treasury Shares             
                    Accumulated    
  Number     Number     Additional     Other    
  of     of     Paid-in  Accumulated  Comprehensive    
  Shares  Par Value  Shares  Par Value  Capital  Deficit  Loss  Total 
                         
Balance, April 30, 2017 5,005,245 $ 5,005  (59,900)$ (60)$ 71,680,575 $ (60,481,015)$ (4,025,196)$ 7,179,309 
                         
Shares issued:                        
Private placement, net of share issuance costs – Note 7 539,240  539      1,165,957      1,166,496 
Share repurchase plan – Note 7     (5,300) (5) (11,053)     (11,058)
Cancellation of shares Note 7 (62,600) (62) 62,600  62  1,095      1,095 
Stock-based compensation – Note 7         296,332      296,332 
Employee share purchase program – Note 7 3,923  4      7.801      7,805 
Net loss for the period           (1,152,533)   (1,152,533)
Foreign currency translation adjustment             1,196,553  1,196,553 
Balance, July 31, 2017 5,485,808 $ 5,486  (2,600)$ (3)$ 73,140,707 $ (61,633,548)$ (2,828,643)$ 8,683,999 
                
Balance, April 30, 2018 5,930,468 $ 5,931   $ – $ 75,170,181 $ (63,701,685)$ (3,233,241)$ 8,241,186 
Adoption of ASC 606 – Note 4                134,033     134,033 
Balance, May 1, 2018 5,930,468 $ 5,931   $ – $ 75,170,181 $ (63,567,652)$ (3,233,241)$ 8,375,219 
                         
Shares issued:                        
Stock-based compensation – Note 7         267,412      267,412 
Employee share purchase program – Note 7 2,172  2      5,321      5,323 
Exercise of stock options – Note 7 6,958  7      (2,386)     (2,379)
Net loss for the period           (1,010,947)   (1,010,947)
Foreign currency translation adjustment             (202,965) (202,965)
Balance, July 31, 2018 5,939,598 $ 5,940   $ – $ 75,440,528 $ (64,578,599)$ (3,436,206)$ 7,431,663 

Seeaccompanying notes to the interimconsolidatedfinancialstatements

8


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)

Note 1

Nature of Operations

  

CounterPath Corporation (the “Company”) was incorporated in the State of Nevada on April 18, 2003. The shares of the Company’s common stock are listed for trading on the NASDAQ Capital Market in the United States of America and on the Toronto Stock Exchange in Canada.

The Company focuses on the design, development, marketing and sales of software applications and related services, such as pre and post sales technical support and customization services, that enable enterprises and telecommunication service providers to deliver Unified Communications (UC)(“UC”) services, including voice, video, messaging and collaboration functionality, over their Internet Protocol, or IP, based networks. The Company’s products are sold either directly or through channel partners, to small, medium and large businesses (“enterprises”) and telecom service providers, in North America, and in Europe, Middle East, Africa (“collectively EMEA”(collectively “EMEA”), Asia Pacific and Latin America.

  
Note 2

Significant Accounting PoliciesBasis of Presentation and Principles of Consolidation

The accompanying interim consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in U.S. dollars, except where otherwise disclosed.

  

These interim consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries, CounterPath Technologies Inc., a company existing under the laws of the province of British Columbia, Canada, and BridgePort Networks, Inc. (“BridgePort”), a company incorporated under the laws of the state of Delaware. The results of NewHeights Software Corporation (“NewHeights”), which subsequently was amalgamated with another subsidiary to become CounterPath Technologies Inc., are included from August 2, 2007, the date of acquisition. The results of FirstHand Technologies Inc. (“FirstHand”), which subsequently was amalgamated with CounterPath Technologies Inc., and BridgePort are included from February 1, 2008, the date of acquisition. All inter-company transactions and balances have been prepared in accordance with generally accepted accounting principles in the United States of America and are stated in U.S. dollars except where otherwise disclosed. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for the period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.eliminated.

  

These interim consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business.


a)

Basis of Presentation

  
 

These interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, CounterPath Technologies Inc. (“CounterPath Technologies”), a company existing under the laws of the province of British Columbia, Canada, and BridgePort Networks, Inc. (“BridgePort”), incorporated under the laws of the state of Delaware. All inter- company transactions and balances have been eliminated.Going Concern

  

The Company has experienced volatile revenuesrecurring losses and has an accumulated deficit of $64,578,599 as of July 31, 2018, as a result of flat to declining revenues resulting from a number of factors including its buildout of a cloud based subscription platform concurrent with the change of its licensing model to subscription based licensing and has not reached profitable operations which raises substantial doubt about its ability to continue operating as a going concern within one year of the date of the financial statements.

  

The Company has historically been able to manage liquidity requirements through cost management and cost reduction measures, supplemented with raising additional financing. As of July 31, 2018, the Company does not have any commitments to raise funds.

To alleviate this situation, the Company has plans in place to improve its financial position and liquidity, while executing on its growth strategy, by managing and or reducing costs that areis not expected to have an adverse impact on the ability to generate cash flows.flows, as the transition to its software as a service platform and subscription licensing continues.

  
 

In addition, the Company has historically been able to raise additional financing to assist with the Company’s transition.

As of the date of these financial statements, and from the planned cost management and reduction measures, that the Company has sufficient liquidity to meet the ongoing cash requirements of the Company for one year after the issuance date of the financial statements. Therefore, although substantial doubt has been raised, this has been alleviated by management’s plans.

9


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017
(Unaudited)

Note 2Significant Accounting Policies - (cont’d)

b)

Interim Reporting

  

The information presented in the accompanying interim consolidated financial statements is without audit pursuant to the rules and regulations of the Securities and Exchange Commission.Commission (“SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

9


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2018
(Unaudited)

These statements reflect all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America. Except where noted, these interim financial statements follow the same accounting policies and methods of their application as the Company’s April 30, 20172018 annual audited consolidated financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s April 30, 20172018 annual audited consolidated financial statements.

  

Operating results for the sixthree months ended OctoberJuly 31, 20172018 are not necessarily indicative of the results that can be expected for the year ending April 30, 2018.2019.

 
Note 3

Summary of Significant Accounting Policies

The significant accounting policies used in preparation of these interim consolidated financial statements are disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2018 filed with the Securities Exchange Commission on July 25, 2018, and there have been no changes to the Company's significant accounting policies during the three months ended July 31, 2018, except for the revenue recognition policy, described inNote 4 – Revenue Recognition under ASC 606, that was updated as a result of adopting Accounting Standards Update (ASU) No. 2014-09,Revenue fromContracts with Customers: Topic 606(ASU 2014-09 or ASC 606). ASU 2014-09 also included Subtopic 340-40,Other Assets and Deferred Costs - Contracts with Customers. All amounts and disclosures set forth herein are in compliance with these standards.

  
 c)

New Accounting PronouncementsConcentrations of Credit Risk

  

In May 2014, FASB issued ASU 2014-09,Revenue From Contracts With Customers(“Topic 606”). Topic 606 removes inconsistenciesFinancial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, provides more useful informationaccounts receivable. The Company has exposure to users of financial statements through improved disclosure requirements and simplifiescredit risk to the preparation of financial statementsextent cash balances exceed amounts covered by reducingfederal deposit insurance; however, the number of requirements to which an entity must refer. The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. In August 2015, ASU 2015-14 was issued which delayed the effective date for public entities to reporting periods beginning after December 15, 2017. Early adoptionCompany believes that its credit risk on cash balances is not permitted.immaterial. The Company is currently evaluating the impactalso subject to concentrations of the adoption of this new standard.credit risk in its accounts receivable. The Company monitors and actively manages its receivables, and from time to time will insure certain receivables with higher credit risk and may require collateral or other securities to support its accounts receivable.

  

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifiessignificant customers for the guidance in the new revenue standard on assessing whether an entitythree months ended July 31, 2018 and 2017 is a principal or an agent in a revenue transaction. This conclusion impacts whether an entity reports revenue on a gross or net basis. We are currently evaluating the impact of this standard on our Consolidated Financial Statements and related disclosures.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies the guidance in the new revenue standard regarding an entity’s identification of its performance obligations in a contract, as well as an entity’s evaluation of the nature of its promise to grant a license of intellectual property and whether or not that revenue is recognized over time or at a point in time. We are currently evaluating the impact of this standard on our Consolidated Financial Statements and related disclosures.summarized below:


  Three Months Ended 
   July 31, 
  2018  2017 
 Customer A 10%  –% 
 Customer B –%  11% 

The table below presents significant customers who accounted for greater than 10% of total accounts receivable as of July 31, 2018 and April 30, 2018:

   July 31,  April 30, 
   2018  2018 
 Customer C 19%  18% 
 Customer D 2%  13% 

10


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are presented net of an allowance for doubtful accounts.

   July 31,  April 30, 
   2018  2018 
 Balance of allowance for doubtful accounts, beginning of period$ 322,638 $ 80,232 
 Bad debt provision 79,149  578,024 
 Write-off of receivables   (335,618)
 Balance of allowance for doubtful accounts, end of period$ 401,787 $ 322,638 

The Company determines the allowance for doubtful accounts by considering a number of factors, including the length of time the accounts receivable are beyond the contractual payment terms, previous loss history, and the customer’s current ability to pay its obligation. When the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a charge to the allowance to reduce the customer’s related accounts.

Derivative Instruments

The Company accounts for derivative instruments, consisting of foreign currency forward contracts, pursuant to the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires the Company to measure derivative instruments at fair value and record them in the balance sheet as either an asset or liability and expands financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, results of operations and cash flows. The Company does not use derivative instruments for trading purposes. ASC 815 also requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements.

The Company also routinely enters into foreign currency forward contracts, not designated as hedging instruments, to protect the Company from fluctuations in exchange rates. Gains or losses arising out of marked to market fair value valuation of non-designated forward contracts are recognized in net income.

The Company records foreign currency option and forward contracts on its Consolidated Balance Sheets as derivative assets or liabilities depending on whether the fair value of such contracts is a net asset or net liability, respectively.See Note 5 - Derivative Instrumentsfor further detail. The Company did not enter any foreign currency derivatives designated as cash flow hedges in the three months ended July 31, 2018.

Recently Adopted Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09,Revenue From Contracts With Customers (“Topic 606”) which supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (“Topic 605”) and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. The Company adopted ASU 2014-09 as of May 1, 2018 using the modified retrospective transition method. SeeNote 4 – Revenue Recognition under ASC 606 for further details.

11


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2018
(Unaudited)

Note 2Significant Accounting Policies(cont’d)

c)

NewRecently Issued Accounting Pronouncements – (cont’d)

  

In May 2016,August 2017, the FASB issued ASU 2016-11, Revenue Recognition: Customer Payments2017-12, Targeted Improvements to Accounting for Hedging Activities, which amends the presentation and Incentives, which clarifiesdisclosure requirements and changes how companies assess effectiveness. The amendments are intended to more closely align hedge accounting with companies’ risk management strategies, simplify the guidance in recognizing costsapplication of hedge accounting, and increase transparency as to the scope and results of hedging programs. This amendment is effective for consideration given by a vendor to a customer as a component of cost of sales. We areannual periods beginning after December 15, 2018, including interim periods within those periods. Early application is permitted. The Company is currently evaluatingassessing the future impact of this standardupdate on our Consolidated Financial Statementsits consolidated financial statements and related disclosures.

  

In May 2016,January 2017, the FASB issued ASU 2016-12, Revenue from Contracts with Customers: Narrow- Scope Improvements2017-04, Intangibles – Goodwill and Practical ExpedientsOther: Simplifying the Test for Goodwill Impairment, which amends the guidance to eliminate Step 2 from the goodwill impairment test. Instead, under the amendments in the new revenue standard on collectability, noncash consideration, presentationguidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of sales tax, and transition.a reporting unit with its carrying amount. The entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. These amendments have the samewill be effective date as the new revenue standard. While we are currentlyfor annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is evaluating the method of adoption and the impact of the new revenue standard, as amended,this amendment on our Consolidated Financial Statements and related disclosures, we believe the adoption of the new standard may have a significant impact on the accounting for certain transactions with multiple elements or “bundled” arrangements because the requirement to have VSOE for undelivered elements under current accounting standards is eliminated under the new standard. Accordingly, we may be required to recognize as revenue a portion of the sales price upon delivery of the software, as compared to the current requirement of recognizing the entire sales price ratably over an estimated offering period. We continue to evaluate the impact of the new revenue standard on our Consolidated Financial Statementsits consolidated financial statements and related disclosures.

  

In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Measurement of Credit Losses on Financial Instruments which amends the guidance on measuring credit losses on financial assets held at amortized cost. The amendment is intended to address the issue that the previous “incurred loss” methodology was restrictive for Company’sa company’s ability to record credit losses based on not yet meeting the “probable” threshold. The new language will require these assets to be valued at amortized cost presented at the net amount expected to be collected will a valuation provision. The amendments will be effective for fiscal years beginning after December 15, 2019. We areThe Company is evaluating the impact of this amendment on our consolidated financial statements and related disclosures.

  

In February 2016, FASB issued ASU 2016-02,Leases. The guidance would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right –of-use-of-use assets. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2018. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its consolidated financial statements.

11


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017
(Unaudited)

Note 2Significant Accounting Policies(cont’d)

 d)
Note 4

Derivative InstrumentsRevenue Recognition under ASC 606

 

On May 1, 2018, the Company adopted the new accounting standard,ASC 606 “Revenue fromContracts with Customers”and all related amendments to the new accounting standard to contracts using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue recognition standard to contracts with open performance obligations as of May 1, 2018, as an adjustment to the opening balance of retained earnings. Results of the reporting period beginning May 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic accounting under ASC 605.

Revenues from contracts with customers are recognized when control of promised goods and services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

  
 

The Company accounts for derivative instruments, consistingrecognizes revenue using the five-step model as prescribed by ASC 606:


1)

Identification of foreign currency forwardthe contract, or contracts, pursuant to the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires the Company to measure derivative instruments at fair value and record them in the balance sheet as either an asset or liability and expands financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, results of operations and cash flows. The Company does not use derivative instruments for trading purposes. ASC 815 also requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements.with a customer;

 
2)

The Company also routinely enters into foreign currency forward contracts, not designated as hedging instruments, to protect the Company from fluctuations in exchange rates. Gains or losses arising out of marked to market fair value valuation of forward contracts, not designated as hedges, are recognized in net income.

The Company records foreign currency forward contracts on its Consolidated Balance Sheets as derivative instruments assets or liabilities depending on whether the net fair value of such contracts is a net asset or net liability, respectively (see Note 4 “Derivative Financial Instruments and Risk Management,”Identification of the Notes to the Consolidated Financial Statements). The Company did not enter any foreign currency derivatives designated as cash flow hedgesperformance obligations in the three and six months ended October 31, 2017.

e)

Goodwill

Goodwill represents the excess purchase price over the estimated fair value of net assets acquired as of the acquisition date. ASC Topic 350 (“ASC 350”) requires goodwill to be tested for impairment annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company's business enterprise below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit, which is measured based upon, among other factors, market multiples for comparable companies as well as a discounted cash flow analysis.

Management has determined that the Company currently has a single reporting unit which is CounterPath Corporation. If the recorded value of the assets, including goodwill, and liabilities (“net book value”) of the reporting unit exceeds its fair value, an impairment loss may be required.

Goodwill of $6,339,717 (CDN$6,704,947) and $2,083,960 (CDN$2,083,752) was initially recorded as the Company was deemed to be the acquirer of NewHeights Software Corporation (“NewHeights”) on August 2, 2007 and FirstHand Technologies Inc. (“FirstHand”) on February 1, 2008, respectively. Translated to U.S. dollars using the period end rate, the goodwill balance at October 31, 2017 was $5,211,964 (CDN$6,704,947) (April 30, 2017 - $4,914,029) in respect of NewHeights and $1,619,503 (CDN$2,083,414) (April 30, 2017 - $1,526,926) in respect of FirstHand. Management will perform its annual impairment test in its fiscal fourth quarter. No impairment charges were recorded for the six months ended October 31, 2017 and 2016.contract;

12


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)

Note 2Significant Accounting Policies - (cont’d)

f)3)

Accounts Receivable and Allowance for Doubtful AccountsDetermination of the transaction price;

 
4)

Accounts receivable are presented netAllocation of an allowance for doubtful accounts.


   October 31,  April 30, 
   2017  2017 
 Balance of allowance for doubtful accounts, beginning of period/year$ 80,232 $ 547,173 
 Bad debt provision 101,624  346,689 
 Write-off of receivables (1,930) (813,630)
 Balance of allowance for doubtful accounts, end of period/year$ 179,926 $ 80,232 

The Company determines the allowance for doubtful accounts by considering a number of factors, including the length of time the accounts receivable are beyond the contractual payment terms, previous loss history, and the customer’s current ability to pay its obligation. When the Company becomes aware of a specific customer’s inability to meet its financial obligationstransaction price to the Company,performance obligations in the Company records a charge to the allowance to reduce the customer’s related accounts.contract; and

 
g)5)

Revenue Recognition

The Company’s of revenue is generated from the sale of software license, subscription fees related to the cloud offering, support and maintenance services and professional services. The Company recognizes revenue in accordance with ASC 985-605 “Software Revenue Recognition”.

Software license revenue is recognized for sales of perpetual licenses.

Subscription, support and maintenance revenue is generated from recurring fees purchased through the Company’s cloud based offerings, where the customer has no right to take possession of the underlying software at any time and is recognized ratablywhen or as, the service is delivered.

Professional and other services includes software customization, implementation, training, and dedicated engineering which are recognized as the related service has been performed.

h)

Earnings Per Share

The Company computes net loss per share in accordance with ASC Topics 260 and ASC 260-10. ASC Topics 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options and warrants using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. For the six months ended October 31, 2017 and 2016, common share equivalents, consisting of common shares issuable, on exercise or settlement, as applicable, of options, warrants and deferred share units (“DSUs”) of 820,886 and 923,102, respectively, were not included in the computation of diluted EPS because the effect was anti-dilutive. For the three months ended October 31, 2017, common share equivalents, consisting of common shares issuable, on exercise or settlement, as applicable of 3,677 options and 401,138 DSUs were included in the computation of diluted EPS because the effect wassatisfies a performance obligation.

When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts at the end of each reporting period based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded against the related accounts receivable.

The transaction price is the consideration that the Company expects to receive from its customers in exchange for its products or services. In determining the allocation of the transaction price, the Company identifies performance obligations in contracts with customers, which may include products, subscriptions to software and services, support, professional services and training. The Company allocates the transaction price to each performance obligation on a relative standalone selling price basis. The standalone selling price (SSP) is the price at which the Company would sell a promised product or service separately to a customer. The Company determines the SSP using information that may include market conditions or other observable inputs. In certain cases, the Company is able to establish a SSP based on observable prices for products or services sold separately. In these instances, the Company would use a single amount to estimate a SSP. If a SSP is not directly observable, for example when pricing is variable, the Company will use a range of SSP.

In certain circumstances, the Company may estimate SSP for a product or service by applying the residual approach. This approach has been most commonly used when certain perpetual software licenses are only sold bundled with one year of post-contract support or other services, and a price has not been established for the software.

Significant judgement is used to determine SSP and to determine whether there is a variance that needs to be allocated based on the relative SSP of the various products and services. Estimating SSP is a formal process that includes review and approval by the Company’s management.

Software Revenue

The Company generates software revenue primarily on a single fee per perpetual software license basis. The Company recognizes software revenue for perpetual licenses when control has transferred to the customer, which is generally at the time of delivery when the customer has the ability to deploy the licenses, provided all revenue recognition criteria have been met. If the revenue recognition criteria has not been met, the revenue is deferred or not recognized.

Subscription, support and maintenance

Revenue from the Company’s recurring subscription revenue from subscriptions related to our software as a service offering is recognized ratably over the contractual subscription term as control of the goods or services is transferred to the customer, beginning on the date that the subscription is made available to the customer. Support and maintenance revenue is generated from recurring annual software support and maintenance contracts for our perpetual software licenses and is recognized ratably over the term of the service period, which is generally twelve months. Support and maintenance services include e-mail and telephone support, unspecified rights to bug fixes and product updates and upgrades and enhancements available on a when-and-if available basis. Both subscription revenue and support and maintenance revenue are typically billed annually in advance based on the terms of the arrangement.

Professional services and other

Professional services and other revenue is generated through services including product configuration and customization, implementation, dedicated engineering and training. The amount of product configuration and customization required by a customer typically increases as the order size increases from a given customer. Services and pricing may vary depending upon a customer’s requirements for customization, implementation and training. Depending on the services to be provided, revenue from professional services and other is generally recognized at the time of delivery when the services have been completed and control has been transferred.

13


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)

Note 2Significant Accounting Policies - (cont’d)

For contracts with elements related to customized network solutions and certain network build-outs or software systems that require significant modification or customization, the Company will recognize revenue using the percentage-of-completion method. In using the percentage-of-completion method, revenues are generally recorded based on completion of milestones as described in the agreement. Profit estimates on long-term contracts are revised periodically based on changes in circumstances and any losses on contracts are recognized in the period that such losses become known.

Unearned Revenue

Unearned revenue represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual support and subscription services and professional services not yet provided as of the balance sheet date.

During the three months ended July 31, 2018, the Company recognized $947,800 in revenue in its consolidated statements of operations that was previously recognized as unearned revenue in the consolidated balance sheets.

Costs to Obtain a Customer Contract

Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a systematic basis, consistent with the timing of revenue recognition over the anticipated benefit period of up to 3.5 years, depending on the products and services. The anticipated benefit period was estimated based on the average length of applicable customer contracts and includes the contract term and any anticipated renewal periods. This amortization expense is recorded in sales and marketing expense within the Company's consolidated statement of operations. The Company has elected to apply a practical expedient that permits the Company to expense costs to obtain a contract as incurred, if the anticipated benefit period is one year or less. From time to time, management will revisit the estimates used in recognizing the costs to obtain customer contracts.

During the three months ended July 31, 2018, the Company capitalized approximately $41,800 of costs to obtain revenue contracts and amortized approximately $54,100 to marketing and sales expense. Capitalized costs to obtain a revenue contract on the Company's condensed consolidated balance sheets totaled approximately $158,000 at July 31, 2018.

Costs to Fulfill a Customer Contract

Certain contract costs incurred to fulfill obligations under a contract are capitalized when such costs generate or enhance resources to be used in satisfying future performance obligations and the costs are deemed recoverable. Judgement is used in determining whether certain contract costs can be capitalized. These costs are capitalized and amortized on a systematic basis to match the timing of revenue recognition over the anticipated benefit period of up to 3.5 years, depending on the products and services. The anticipated benefit period was estimated based on the average length of applicable customer contracts and includes the contract term and any anticipated renewal periods. This amortization expense is recorded in cost of sales in the Company’s consolidated statement of operations. From time to time, management will review the capitalized costs for impairment and will also revisit the estimates used in recognizing the costs to fulfill customer contracts.

14


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2018
(Unaudited)

Adoption Impact of ASC 606

The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to retained earnings in the condensed consolidated balance sheet as of May 1, 2018:

   Balance at  ASC 606  Balance at 
   April 30, 2018  Adjustments  May 1, 2018 
 Current assets:         
      Deferred sales commissions costs$ – $ 70,248 $ 70,248 
 Non-current assets:         
      Deferred sales commissions costs$ – $ 63,785 $ 63,785 
 Stockholders’ equity:         
      Accumulated deficit$ (63,701,685)$ 134,033 $ (63,567,652)

The following tables summarize the adoption impact of ASC 606 on the Company's condensed consolidated financial statements for the three months ended July 31, 2018.

Selected Condensed Consolidated Income Statement Line Items:

   July 31, 2018 
      ASC 606  (As Reported) 
   ASC 605  Adjustments  ASC 606 
 Revenue:         
    Software$ 1,376,243 $ (20,241)$ 1,356,002 
    Subscription, support and maintenance 1,251,197  (177) 1,251,020 
    Professional services and other 254,928  25,880  280,808 
        Total revenue$ 2,882,368 $ 5,462 $ 2,887,830 
           
 Operating expenses:         
    Sales and marketing$ 1,018,942 $ (23,982)$ 994,960 
 Loss from operations$ (1,121,262)$ 23,982 $ (1,097,280)
           
 Net loss per share:         
    Basic and diluted$ (0.17)$ – $ (0.17)

Selected Condensed Consolidated Balance Line Items:

   July 31, 2018 
      ASC 606  (As Reported) 
   ASC 605  Adjustments  ASC 606 
 Current assets:         
    Deferred sales commissions costs$ – $ 87,566 $ 87,566 
    Unearned revenue$ 2,564,394 $ (5,462)$ 2,558,932 
 Non-current assets:         
    Deferred sales commissions costs$ – $ 70,449 $ 70,449 
 Stockholders’ equity:         
    Accumulated deficit$ (64,731,152)$ 152,553 $ (64,578,599)

15


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2018
(Unaudited)

Selected Condensed Consolidated Statement of Cash Flows Line Items:

   July 31, 2018 
      ASC 606  (As Reported) 
   ASC 605  Adjustments  ASC 606 
 Net loss$ (1,040,391)$ 29,444 $ (1,010,947)
 Deferred sales commissions costs$ – $ (23,982)$ (23,982)
 Unearned revenue$ (1,482)$ (5,462)$ (6,944)
 Net cash provided by operating activities$ (475,707)$ – $ (475,707)

 h)

Earnings Per Share - (cont’d)

dilutive. For the three months ended October 31, 2016, common share equivalents were not included in the computationDisaggregation of diluted EPS because the effect was anti-dilutive.


Note 3

Related Party TransactionsRevenue

During the three and six months ended October 31, 2017, the Company through its wholly owned subsidiary, CounterPath Technologies, paid $20,078 and $40,156 (2016 - $19,271 and $38,541) to KRP Properties (“KRP”) (previously known as Kanata Research Park Corporation) for leased office space. KRP is controlled by the Chairman of the Company.

On November 21, 2013, the Company, through its wholly owned subsidiary, CounterPath Technologies, entered into an agreement with 8007004 (Canada) Inc. (“8007004”) to lease office space. 8007004 is controlled by a member of the board of directors of the Company. CounterPath Technologies, paid $7,907 and $15,836 (2016 - $7,520 and $14,878) for the three and six months ended October 31, 2017, respectively.

On July 20, 2017, our Company issued an aggregate of 539,240 shares of common stock under a non- brokered private placement at a price of $2.20 per share for total gross proceeds of $1,186,328. In connection with this private placement, Wesley Clover International Corporation, a Company controlled by the Chairman of our Company, purchased 144,357 shares, KMB Trac Two Holdings Ltd., a company owned by the spouse of a director of our Company, purchased 180,446 shares, the chief executive officer and a director of our company, purchased 11,368 shares, the chief financial officer of our company, purchased 4,511 shares, and the Executive Vice President, Sales and Marketing of our Company, purchased 4,545 shares.

On December 15, 2016, the Company issued an aggregate of 454,097 shares of common stock under a non-brokered private placement (“Private Placement”) at a price of $2.05 per share for total gross proceeds of $930,899 less issuance costs of $32,207. In connection with the Private Placement, KRP, a company controlled by the Chairman of the Company, purchased 198,000 shares and a director and chief executive officer of the Company purchased 12,195 shares.

  

The above transactions are in the normal course of operations and are recorded at amounts established and agreed to between the related parties.Company disaggregates its revenue by geographic region. SeeNote 9 – Segmented Informationfor more information.

  
Note 45

Derivative Financial Instruments and Risk Management

  

In the normal course of business, the Company is exposed to fluctuations in the exchange rates associated with foreign currencies. The Company’s primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk.

  
 

Foreign Currency Exchange Rate Risk

  

A majority of the Company’s revenue activities are transacted in U.S. dollars. However, the Company is exposed to foreign currency exchange rate risk inherent in conducting business globally in numerous currencies, of which the most significant to the Company’s operations for the three and six months ended OctoberJuly 31, 20172018 is the Canadian dollar as a majority of the Company’s expenses are in Canadian dollars. The Company’s foreign currency risk management program includes foreign currency derivatives with cash flow hedge accounting designation that utilizes foreign currency forward contracts to hedge exposures to the variability in the U.S. dollar equivalent of anticipated non-U.S. dollar-denominated cash flows. During the three and six months ended OctoberJuly 31, 20172018 and 2016,2017, the Company did not enter into any cash flow hedges.

14


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017
(Unaudited)

Note 4Derivative Financial Instruments and Risk Management – (cont’d)

Foreign Currency Exchange Rate Risk(cont’d)

  

The Company also periodically enters into foreign currency forward contracts and foreign currency option contracts that are not designated as hedging instruments, to protect it from fluctuations in exchange rates. During the three and six months ended OctoberJuly 31, 2017,2018, the Company entered into a foreign currency forward contract and two foreign currency option contracts. As of July 31, 2018, the Company had not entered into anya $500,000 notional value foreign currency forward contract maturing September 28, 2018 (2017: nil). Notional amounts do not quantify risk or represent assets or liabilities of the Company, but are used in the calculation of cash settlements under the contracts. The fair value of the forward contract at July 31, 2018 was ($10,318) (2017: nil), and the Company recognized a marked to market loss on the forward contract for the three months ended July 31, 2018 of $10,318 and this loss was included in the fair value adjustment on derivative instruments. As of July 31, 2018, the Company had $1,000,000 of notional value foreign currency option contracts expiring through December 20, 2018 (2017: nil). The fair value of the option contracts at July 31, 2018 was $15,720 (2017: nil), and the Company recognized a marked to market gain on the option contracts for the three months ended July 31, 2018 of $15,720 and this gain is included in the fair value adjustment on derivative instruments. The Company did not enter into any forward or option contracts during the three months ended July 31, 2017.

16


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2018
(Unaudited)


Note 6Fair Value Measurements

Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to valuation of these assets or liabilities are set forth below. Transfers between levels are recognized at the end of each quarter. The Company did not recognize any transfers between levels during the periods presented.

  
 

Fair Value MeasurementLevel 1—Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.

  

When available,Level 2—Inputs (other than quoted prices included in Level 1) are observable for the Company uses quoted market prices to determine fair value, and classifies such measurements within Level 1. In some cases where market prices are not available, the Company makes use of observable market–based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quotedasset or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market–based parametersliability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves and currency rates. These measurementsthat are classified within Level 3.observable at commonly quoted intervals.

  

Fair value measurementsLevel 3— unobservable inputs for the asset or liability which are classified according to the lowest level input or value–driver thattypically based on an entity’s own assumptions, as there is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.little, if any, related market activity.

  

FairAssets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurement includes the consideration of non–performance risk. Non–performance risk refersin its entirety requires judgment and considers factors specific to the risk that an obligation (either by a counterpartyasset or liability.

The carrying values of financial instruments classified as current assets and current liabilities approximates their fair values, based on the Company) will not be fulfilled. For financial assets traded in an active market (Level 1), the non–performance risk is includednature and short maturity of these instruments, and are presented in the market price. For certain otherCompany’s financial assets and liabilities (Level 2 and 3), the Company’s fair value calculations have been adjusted accordingly.statements at carrying cost.

  

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis as of OctoberJuly 31, 20172018 and April 30, 2017.2018.


    Carrying     Fair Value    
      As at October 31, 2017  Amount  Fair Value  Levels  Reference 
 Cash and cash equivalents $ 1,682,132 $ 1,682,132  1  N/A 
    Carrying     Fair Value    
 As at July 31, 2018  Amount  Fair Value  Levels  Reference 
 Assets             
 Cash $ 1,877,163 $ 1,877,163  1  N/A 
 Foreign currency option contracts  15,270  15,270  2  Note 5 
   $ 1,892,433 $ 1,892,433       
               
 Liabilities             
 Foreign currency forward contracts $ 10,318 $ 10,318  2  Note 5 

    Carrying     Fair Value    
      As at April 30, 2017  Amount  Fair Value  Levels  Reference 
 Cash and cash equivalents $ 2,071,019 $ 2,071,019  1  N/A 
    Carrying     Fair Value    
 As at April 30, 2018  Amount  Fair Value  Levels  Reference 
 Cash $ 2,348,883 $ 2,348,883  1  N/A 

Note 57Common Stock
  
 Private Placement

On October 16, 2017, the Company entered into an agreement to issue 14,000 shares of the Company’s common stock in exchange for investor relation services.

  

On July 20, 2017, the Company issued an aggregate of 539,240 shares of common stock under a non- brokered private placement at a price of $2.20 per share for total gross proceeds of $1,186,328 less issuance costs of $19,832.

15


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017
(Unaudited)

Note 5Common Stock – (cont’d)
Private Placement(cont’d)

On December 15, 2016, the Company issued an aggregate of 454,097 shares of common stock under a non-brokered There were no private placement at a price of $2.05 per share for total gross proceeds of $930,899 less issuance costs of $32,206.

On April 4, 2016, the Company entered into an agreement to issue 25,000 shares of the Company’s common stock in exchange for advisory services which was subsequently amended to 23,500 shares. The shares were issued in three tranches: (i) the first tranche of 10,000 shares was issued on April 22, 2016; (ii) the second tranche of 10,000 shares was issued on May 25, 2016; and (iii) the third tranche of 3,500 shares was issued on June 30, 2016.

Stock Options

The Company has a stock option plan (the “2010 Stock Option Plan”) under which options to purchase shares of the Company’s common stock may be granted to employees, directors and consultants. Stock options entitle the holder to purchase shares of the Company’s common stock at an exercise price determined by the board of directors (the “Board”) of the Company at the time of the grant. The options generally vest in the amount of 12.5% on the date which is six months from the date of grant and then beginning in the seventh month at 1/42 per month for 42 months, at which time the options are fully vested.

The maximum number of shares of common stock authorized by the stockholders and reserved for issuance by the Board under 2010 Stock Option Plan is 986,000.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. The Company applied an estimated forfeiture rate of 15% for the three and six months ended October 31, 2017 and 2016 in determining the expense recorded in the accompanying consolidated statement of operations.

For the majority of the stock options granted, the number of shares issued on the date the stock options are exercised is net of the minimum statutory withholding requirements that the Company pays in cash to the appropriate taxing authorities on behalf of its employees. Although these withheld shares are not issued or considered common stock repurchases under our authorized plan they are treated as common stock repurchases in our consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting.

No options were grantedplacements during the three and six months ended OctoberJuly 31, 2017. The weighted- average fair value of options granted during the three and six months ended October 31, 2016 was $nil and $1.55, respectively. The weighted-average assumptions utilized to determine such values are presented in the following table:2018.


  Three Months Ended  Six Months Ended 
  October 31,  October 31, 
  2017  2016  2017  2016 
 Risk-free interest rate       1.10% 
 Expected volatility       95.19% 
 Expected term       3.7 years 
 Dividend yield       0% 

16


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017
(Unaudited)

Note 5Common Stock – (cont’d)
Stock Options(cont’d)

The following is a summary of the status of the Company’s stock options as of October 31, 2017 and the stock option activity during the six months ended October 31, 2017:


   Weighted Average 
   Number of  Exercise Price 
   Options  per Share 
 Outstanding at April 30, 2017 396,922  $2.46 
 Forfeited/Cancelled (11,426) $2.49 
 Expired (30,000) $2.50 
 Outstanding at October 31, 2017 355,496  $2.45 
        
 Exercisable at October 31, 2017 225,847  $2.48 
 Exercisable at April 30, 2017 221,739  $2.49 

The following table summarizes stock options outstanding as of October 31, 2017:

  Number of  Aggregate     Number of  Aggregate 
  Options  Intrinsic     Options  Intrinsic 
Exercise Price Outstanding  Value  Expiry Date  Exercisable  Value 
$2.03 10,000 $ 3,800  December 15, 2021  2,083 $ 792 
$2.40 60,000  600  July 15, 2021  18,750  188 
$2.41 49,938    December 14, 2020  23,112   
$2.46 25,000    March 14, 2022  3,646   
$2.50 210,558    July 25, 2018 to July 17, 2020  178,256   
October 31, 2017 355,496 $ 4,400     225,847 $ 980 
April 30, 2017 396,922 $ –     221,739 $ – 

The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of $2.41 per share as of October 31, 2017 (April 30, 2017 – $1.93), which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of October 31, 2017 was 20,833 (April 30, 2017 – nil). The total intrinsic value of options exercised during the six months ended October 31, 2017 was $nil (October 31, 2016 – $nil). The grant date fair value of options vested during the three and six months ended October 31, 2017 was $73,069 and $173,682, respectively (October 31, 2016 - $91,395 and $216,228).

17


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)

Note 5

Common Stock – (cont’d)Options

During the three months ended July 31, 2018, the Company granted 7,500 stock options to an employee of the Company. No stock options were granted in the same period in the prior year. The weighted-average fair value of options granted during the three months ended July 31, 2018 was $2.47. The weighted-average assumptions utilized to determine such value is presented in the following table:

Three Months Ended
  
Stock Options(cont’d)July 31, 2018
 Risk-free interest rate2.86%

The following table summarizes non-vested stock purchase options outstanding as of October 31, 2017:

Expected volatility
251.78%
Expected term3.7 years
Dividend yield0%

      Weighted 
   Number of  Average Grant 
   Options  Date Fair Value 
 Non-vested options at April 30, 2017 175,183  $3.49 
 Vested (41,700) $4.17 
 Forfeited/Cancelled (3,834) $2.12 
 Non-vested options at October 31, 2017 129,649  $2.26 

AsDuring the three months ended July 31, 2018, the Company issued 6,958 shares pursuant to cashless exercises of October35,500 stock options and remitted employee tax withholdings of approximately $2,386 on the behalf of its employees. No stock options were exercised in the same period in the prior year. The following is a summary of the status of the Company’s stock options as of July 31, 2017, there was $275,075 of total unrecognized compensation cost related to unvested share-based compensation awards. This unrecognized compensation cost is expected to be recognized over a weighted average period of 1.9 years.2018 and the stock option activity during the three months ended July 31, 2018:

   Weighted Average 
   Number of  Exercise Price 
   Options  per Share 
 Outstanding at April 30, 2018 675,042 $ 2.66 
 Granted 7,500 $ 2.51 
 Forfeited/Cancelled (4,391)$ 2.69 
 Expired (11,000)$ 2.50 
 Exercised (35,500)$ 2.50 
 Outstanding at July 31, 2018 631,651 $ 2.67 
        
 Exercisable at July 31, 2018 270,975 $ 2.54 
 Exercisable at April 30, 2018 256,555 $ 2.47 

Employee and non-employee stock-based compensation amounts classified in the Company’s consolidated statements of operations for the three and six months ended OctoberJuly 31, 20172018 and 20162017 are as follows:

   Three Months Ended  Six Months Ended 
   October 31,  October 31, 
   2017  2016  2017  2016 
 Cost of sales$ 8,505 $ 35,304 $ 27,855 $ 54,053 
 Sales and marketing 15,944  71,010  41,674  119,414 
 Research and development 11,527  37,827  31,927  57,517 
 General and administrative 36,099  60,319  72,348  88,788 
 Total stock-option based compensation 72,075 $ 204,460 $ 173,804 $ 319,775 
   Three Months Ended 
   July 31, 
   2018  2017 
 Cost of sales$ 14,569 $ 19,350 
 Sales and marketing 22,482  25,730 
 Research and development 15,031  20,400 
 General and administrative 26,648  36,249 
 Total stock-option based compensation$ 78,730 $ 101,729 

WarrantsEmployee Stock Purchase Plan

Under the terms of the Employee Stock Purchase Plan (the “ESPP”) all regular salaried (non-probationary) employees can purchase up to 6% of their base salary in shares of the Company’s common stock at market price. The following table summarizes warrants outstandingCompany matches 50% of the shares purchased by issuing or purchasing in the market up to 3% of the respective employee’s base salary in shares. During the three months ended July 31, 2018, the Company matched $7,890 (2017 - $7,924) in shares purchased by employees under the ESPP. During the three months ended July 31, 2018, 5,960 shares (2017 – 4,162 shares) were purchased on the open market and exercisable as2,172 shares (2017 – 3,923) were issued from treasury under the ESPP.

A total of October120,000 shares have been reserved for issuance under the ESPP. As of July 31, 2017:2018, a total of 59,332 shares were available for issuance under the ESPP.

   Number of  Weighted Average    
   Warrants  Exercise Price  Expiry Dates 
 Warrants at April 30, 2017 146,500 $7.50  September 4, 2017 
 Granted      
 Exercised      
 Expired (146,500)$7.50  September 4, 2017 
 Warrants at October 31, 2017      

18


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)

Deferred Share Unit Plan

During the three months ended July 31, 2018, 136,981 (2017 113,252) deferred stock units (DSUs) were issued under the Deferred Stock Unit Plan (DSUP), of which 68,491 were granted to officers or employees and 68,490 were granted to non-employee directors. As of July 31, 2018, a total of 73,616 shares were available for issuance under the DSUP.

The following table summarizes the Company’s outstanding DSU awards as of July 31, 2018, and changes during the period then ended:

      Weighted 
      Average Grant 
      Date Fair 
   Number of DSUs  Value Per DSU 
 DSUs outstanding at April 30, 2018 465,390 $ 6.40 
 Granted 136,981 $ 2.51 
 DSUs outstanding at July 31, 2018 602,371 $ 5.51 

Employee and non-employee DSU based compensation amounts classified in the Company’s consolidated statements of operations for the three months ended July 31, 2018 and 2017 are as follows:

   Three Months Ended 
   July 31, 
   2018  2017 
 General and administrative$ 188,682 $194,603 

Note 5Common Stock – (cont’d)
 
Employee Stock Purchase Plan

Under the terms of the Employee Stock Purchase Plan (the “ESPP”) all regular salaried (non- probationary) employees can purchase up to 6% of their base salary in shares of the Company’s common stock at market price. The Company will match 50% of the shares purchased by issuing or purchasing in the market up to 3% of the respective employee’s base salary in shares. During the six months ended October 31, 2017, the Company matched $14,971 (2016 - $18,197) in shares purchased by employees under the ESPP. During the six months ended October 31, 2017, nil shares (2016 – 24,481) were purchased on the open market and 12,165 shares (2016 – no shares) were issued from treasury under the ESPP.

A total of 120,000 shares have been reserved for issuance under the ESPP. As of October 31, 2017, a total of 74,038 shares were available for issuance under the ESPP.

Normal Course Issuer Bid Plan

  

Pursuant to a normal course issuer bid (“NCIB”) commencing on March 29, 2017 and expiring March 28, 2018, the Company iswas authorized to purchase 258,613 shares of the Company’s common stock through the facilities of the Toronto Stock Exchange (the “TSX”) and other Canadian marketplaces or U.S. marketplaces. During the period March 29, 2017 to OctoberJuly 31, 2017, the Company repurchased 73,50065,200 common shares at an average price of $2.17$2.05 (CDN$2.81)2.73) for a total of $159,495.$133,660. As of OctoberJuly 31, 2017, a total of 71,50062,600 shares have been cancelled and another 2,0002,600 repurchased shares arewere in the process of being cancelled.

Deferred Share Unit Plan

Under the terms of the Deferred Share Unit Plan (the “DSUP”), each DSU is equivalent to one share of the Company’s common stock. The maximum number of common shares that may be reserved for issuance to any one participant pursuant to DSUs granted under the DSUP and any share compensation arrangement is 5% of the number of shares outstanding at the time of reservation. A DSU granted to a participant who is a director of the Company shall vest immediately on the award date. A DSU granted to a participant other than a director will generally vest as to one-third (1/3) of the number of DSUs granted on the first, second and third anniversaries of the award date. Fair value of the DSUs, which is based on the closing price of the shares of the Company’s common stock on the date of grant, is recorded as compensation expense over the vesting period.cancelled since May 1, 2017.

  

On September 12, 2017,March 27, 2018, the maximum number ofCompany filed another normal course issuer bid commencing on March 29, 2018 and expiring March 28, 2019. Under this normal course issuer bid, the Company is authorized to purchase up to 284,278 shares of its common stock authorizedthrough the facilities of the TSX and other Canadian marketplaces or U.S. marketplaces. During the three months ended July 31, 2018, no shares were repurchased under the NCIB.

Note 8

Related Party Transactions

During the three months ended July 31, 2018, the Company through its wholly owned subsidiary, CounterPath Technologies, paid $21,118 (2017 - $20,700) to KRP Properties (“KRP”) (previously known as Kanata Research Park Corporation) for leased office space. KRP is controlled by the Company’s stockholders reservedChairman of the Company.

On November 21, 2013, the Company, through its wholly owned subsidiary, CounterPath Technologies, entered into an agreement with 8007004 (Canada) Inc. (“8007004”) to lease office space. 8007004 is controlled by a member of the board of directors of the Company. CounterPath Technologies, paid $7,796 (2017 - $7,694) for issuance under the DSUP was increased from 500,000 shares to 700,000 shares. During the sixthree months ended OctoberJuly 31, 2017, 119,998 (2016 – 90,453) DSUs were issued under the DSUP, of which 40,129 were granted to officers or employees and 79,869 were granted to non-employee directors. As of October 31, 2017, a total of 210,597 shares were available for issuance under the DSUP.2018, respectively.

19


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OctoberJuly 31, 20172018
(Unaudited)


Note 5Common Stock – (cont’d)
Deferred Share Unit Plan - (cont’d)

On July 20, 2017, our Company issued an aggregate of 539,240 shares of common stock under a non- brokered private placement at a price of $2.20 per share for total gross proceeds of $1,186,328 less issuance costs of $19,832. In connection with this private placement, Wesley Clover International Corporation, a company controlled by the Chairman of the Company, purchased 144,357 shares, KMB Trac Two Holdings Ltd., a company owned by the spouse of a director of the Company, purchased 180,446 shares, the chief executive officer and a director of the Company, purchased 11,368 shares, the chief financial officer of the Company, purchased 4,511 shares, and the executive vice president, sales and marketing of the Company, purchased 4,545 shares.

  

The following table summarizesabove transactions are in the Company’s outstanding DSU awards asnormal course of October 31, 2017,operations and changes duringare recorded at amounts established and agreed to between the period then ended:related parties.


      Weighted 
      Average Grant 
      Date Fair 
   Number of DSUs  Value Per DSU 
 DSUs outstanding at April 30, 2017 345,392  $7.85 
 Granted 119,998  $2.20 
 DSUs outstanding at October 31, 2017 465,390  $6.40 

The following table summarizes information regarding the non-vested DSUs outstanding as of October 31, 2017:

      Weighted 
      Average Grant 
      Date Fair 
   Number of DSUs  Value Per DSU 
 Non-vested DSUs at April 30, 2017 46,217  $4.58 
 Granted 119,998  $2.21 
 Vested (101,963) $3.02 
 Non-vested DSUs at October 31, 2017 64,252  $2.21 

As of October 31, 2017, there was $114,706 (2016 – $175,195) of total unrecognized compensation cost related to unvested DSU awards. This unrecognized compensation cost is expected to be recognized over a weighted average period of 2.15 years (2016 – 1.71 years).

Employee and non-employee DSU based compensation amounts classified in the Company’s consolidated statements of operations for the three and six months ended October 31, 2017 and 2016 are as follows:

   Three Months Ended  Six Months Ended 
   October 31,  October 31, 
   2017  2016  2017  2016 
 Sales and marketing$ – $ – $ – $ – 
 Research and development        
 General and administrative 38,552  32,508  233,155  231,415 
 Total DSU based compensation$ 38,552 $ 32,508 $ 233,155 $ 231,415 

20


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017
(Unaudited)

Note 69

Segmented Information

  

The Company’s chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has concluded that it has one reportable operating segment.

  

Revenues are categorized based on the country in which the customer is located. The following is a summary of total revenues by geographic area for the three and six months ended OctoberJuly 31, 20172018 and 2016:2017:


   Three Months Ended  Six Months Ended 
   October 31,  October 31, 
   2017  2016  2017  2016 
 North America$ 1,755,522 $ 1,526,524 $ 3,509,598 $ 3,435,387 
 EMEA 1,239,538  858,713  2,183,667  1,689,935 
 Asia Pacific 223,512  273,844  521,895  470,123 
 Latin America 191,993  92,032  308,211  181,662 
  $ 3,410,565 $ 2,751,113 $ 6,523,371 $ 5,777,107 
   Three Months Ended 
   July 31, 
   2018  2017 
 North America$ 1,738,303 $ 1,754,074 
 EMEA 641,994  944,129 
 Asia Pacific 416,025  298,384 
 Latin America 91,508  116,219 
  $ 2,887,830 $ 3,112,806 

All of the Company’s long-lived assets, which include equipment, goodwill and intangible assets goodwill and other assets, are located in Canada and the United States as follows:

   As at 
   October 31, 2017  April 30, 2017 
 Canada$ 7,119,837 $ 6,731,644 
 United States 49,274  34,761 
  $ 7,169,111 $ 6,766,405 

Revenue from significant customers for the three and six months ended October 31, 2017 and 2016 is summarized as follows:

 Three Months EndedSix Months Ended 
 October 31,October 31, 
 2017201620172016 
 Customer A 13%  −%  7%  −% 
 Customer B 10%  2%  6%  4% 

Accounts receivable balance for Customer A was $476,133 as at October 31, 2017 (April 30, 2017 - $nil). Accounts receivable balance for Customer B was $296,808 as at October 31, 2017 (April 30, 2017 - $169,604).

21


COUNTERPATH CORPORATION
   July 31,  April 30, 
   2018  2018 
 Canada$ 7,031,214 $7,150,537 
 United States 30,425  35,919 
  $ 7,061,639 $7,186,456 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017
(Unaudited)

Note 710Commitments
  
 Total payable over the term of the agreements for the yearsperiod ended April 30 are as follows:

   Office Leases –  Office Leases –  Total Office 
   Related Party  Unrelated Party  Leases 
 2018 55,949  278,227  334,176 
 2019 111,899  557,643  669,542 
 2020 5,264  275,475  280,739 
 2021   6,092  6,092 
 $173,112 $ 1,117,437 $ 1,290,549 
                 
   Office  Office     Voice    
   Leases –  Leases –  Total  Platform  Software 
   Related  Unrelated  Office  Service  Development 
   Party  Party  Leases  Contract  Contract 
 2019$ 84,800 $ 413,685 $ 498,485 $ 155,000 $ 162,750 
 2020 5,198  272,904  278,102  240,000   
 2021   6,092  6,092  220,000   
  $ 89,998 $ 692,681 $ 782,679 $ 615,000 $ 162,750 

20


COUNTERPATH CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2018
(Unaudited)


Note 811Contingencies
  

The Company is party to legal claims from time to time which arise in the normal course of business. These claims are not expected to have a material adverse effect on the financial position, results of operations or cash flows of the Company.

  
Note 912Earnings (loss)Loss per common share (“EPS”)
  
 ComputationThe following table shows the computation of basic and diluted EPS:loss per share:

   Three Months Ended  Six Months Ended 
   October 31,  October 31, 
   2017  2016  2017  2016 
 Net income (loss)$ 158,834 $ (564,020)$ (993,699)$ (927,931)
 Weighted average common shares outstanding
       –  basic
 5,487,765  4,554,226  5,262,359  4,552,371 
        –  diluted 5,892,580  4,554,226  5,262,359  4,552,371 
 Basic EPS$ 0.03 $ (0.12)$ (0.19)$ (0.20)
 Diluted EPS$ 0.03 $ (0.12)$ (0.19)$ (0.20)
   Three months ended 
   July 31, 
   2018  2017 
 Numerator      
    Income available to common stockholders$ (1,010,947)$ (1,152,533)
        
 Denominator      
    Weighted average shares outstanding 5,932,417  5,036,954 
    Effect of dilutive securities    
   5,932,417  5,036,954 
        
 Basic and diluted loss per share$ (0.17)$ (0.23)

For the sixthree months ended OctoberJuly 31, 20172018 and 2016,2017, common share equivalents, consisting of common shares issuable, on exercise or settlement, as applicable, of options, warrants and deferred share units (“DSUs”) of 820,8861,234,022 and 923,102,964,378, respectively, were not included in the computation of diluted EPS because the effect was anti-dilutive. For the three months ended October 31, 2017, common share equivalents, consisting of common shares issuable, on exercise or settlement, as applicable of 3,677 options and 401,138 DSUs were included in the computation of diluted EPS because the effect was dilutive. For the three months ended October 31, 2016, common share equivalents were not included in the computation of diluted EPS because the effect was anti-dilutive.

2221


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

Forward-Looking Statements

This quarterly report, including the documents incorporated herein and therein by reference, contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Forward-looking statements in this quarterly report may include statements about:

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

References

In this quarterly report, (i) unless the context otherwise requires, references to “we”, “our”, “us”, the “Company” or “Counterpath”“CounterPath” mean CounterpathCounterPath Corporation and its subsidiaries and (ii) all amounts are expressed in United States dollars, unless otherwise indicated.

Background

Counterpath Corporation was            We were incorporated under the laws of the State of Nevada on April 18, 2003.

2322


On August 2, 2007, we acquired all of the shares of NewHeights Software Corporation through the issuance of 768,017 shares of our common stock and 36,984 preferred shares issued from a subsidiary of our company, which preferred shares were exchangeable into 36,984 shares of our common stock.

On February 1, 2008, we acquired all of the shares of FirstHand Technologies Inc. through the issuance of 590,000590,001 shares of our common stock. On February 1, 2008, we acquired all of the issued and outstanding shares of BridgePort Networks, Inc. (“BridgePort Networks”) by way of merger in consideration for the assumption of all of the assets and liabilities of BridgePort Networks.

Business of CounterPath

We design, develop and sell software and services that enable enterprises and telecommunication service providers to deliver Unified Communications (UC) services, including voice, video, messaging and collaboration functionality, over their Internet Protocol, or IP, based networks. We are capitalizing upon numerous industry trends, including the rapid adoption of mobile technology, the proliferation of bring-your-own-device to work programs, the need for secure business communications, the need for centralized provisioning, the migration towards cloud-based services and the migration towards all IP networks. We are also capitalizing on a trend where communication services such as Skype and WhatsApp are becoming more available over-the-top (OTT) of the incumbent operators’ networks or enterprise networks (a.k.a. Internet OTT providers). We offer our solutions under perpetual license agreements that generate one-time license revenue and under subscription license agreements that generate recurring license revenue. We sell our solutions through our own online store, through third-party online stores, directly using our in-house sales team and through channel partners. Our channel partners include original equipment manufacturers, value added distributers and value added resellers. Enterprises typically leverage our Enterprise OTT solutions to increase employee productivity and to reduce certain costs. Telecommunication service providers typically deploy our Operator OTT solutions as part of a broad strategy to defend their subscriber base from competitive threats by offering innovative new services. Our original equipment manufacturers and value added resellers typically integrate our solutions into their products and then sell a bundled solution to their end customers, which include both telecommunication service providers and enterprises.

Revenue

Our total revenue consists of the following:

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Operating Expenses

Operating expenses consist of cost of sales, sales and marketing, research and development, and general and administrative expenses. Personnel-related costs are the most significant component of each of these expense categories.

Cost of sales primarily consists of: (a) salaries and benefits related to personnel, (b) related overhead, (c) billable and non-billable travel, lodging, and other out-of-pocket expenses, (d) payments to third party vendors for development and hosted services and compression/decompression software known as codecs, (e) amortization of capitalized software that is implemented into our products and (f) warranty expense.

Sales and marketing expense consists primarily of: (a) salaries and related personnel costs including stock-based compensation, (b) commissions, (c) travel, lodging and other out-of-pocket expenses, (d) marketing programs such as advertising, promotions and trade shows and (e) other related overhead. Commissions are recordedconsidered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a systematic basis to sales and marketing expense, over the anticipated benefit period of up to 3.5 years depending on the products or services. Sales commissions on contracts with an anticipated benefit period of one year or less are expensed as an expense when earned by the employee.incurred. We expect increases in sales and marketing expense for the foreseeable future as we further increase the number of sales professionals and increase our marketing activities with the intent to grow our revenue. We expect sales and marketing expense to decrease as a percentage of total revenue, however, as we leverage our current sales and marketing personnel as well as our distribution partnerships.

Research and development expense consists primarily of: (a) salaries and related personnel costs including stock-based compensation, (b) payments to contractors for design and consulting services, (c) costs relating to the design and development of new products and enhancement of existing products, (d) quality assurance and testing and (e) other related overhead. To date, all of our research and development costs have been expensed as incurred.

General and administrative expense consists primarily of: (a) salaries and personnel costs including stock-based compensation related to our executive, finance, human resource and information technology functions, (b) accounting, legal, tax advisory and regulatory fees and (c) other related overhead.

Application of Critical Accounting Policies and Use of Estimates

Our interim consolidated financial statements are prepared in accordance with accounting principles generally accepted accounting principles in the United States. The preparation of these financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ significantly from these estimates under different assumptions or conditions. There have been no material changes to these estimates for the periods presented in this quarterly report.

We believe that of            There have been no significant changes to our significantcritical accounting policies and estimates previously disclosed in our Form 10-K for the following accounting policies involve a greater degreefiscal year ended April 30, 2018, during the three months ended July 31, 2018 except for our adoption of judgment and complexity. Accordingly, the following policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.ASC 606 as described below:

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Basis of PresentationRevenue Recognition

The interim consolidated financial statements include            On May 1, 2018, we adopted the accountsnew accounting standard,ASC 606 “Revenue from Contracts with Customers” and all related amendments to the new accounting standard to contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue recognition standard to contracts with open performance obligations as of May 1, 2018, as an adjustment to the opening balance of retained earnings. Results of the reporting period beginning May 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our companyhistoric accounting under ASC 605.

            Revenues from contracts with customers are recognized when control of promised goods and our wholly-owned subsidiaries, CounterPath Technologies,services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

            We recognize revenue using the five-step model as prescribed by ASC 606:

1)

Identification of the contract, or contracts, with a customer;

2)

Identification of the performance obligations in the contract;

3)

Determination of the transaction price;

4)

Allocation of the transaction price to the performance obligations in the contract; and

5)

Recognition of revenue when or as, we satisfy a performance obligation.

            When a company existingcontract with a customer is signed, we assess whether collection of the fees under the lawsarrangement is probable. We estimate the amount to reserve for uncollectible amounts at the end of each reporting period based on the aging of the province of British Columbia, Canada,contract balance, current and BridgePort Networks, a company incorporated underhistorical customer trends, and communications with its customers. These reserves are recorded against the lawsrelated accounts receivable.

            The transaction price is the consideration that we expect to receive from our customers in exchange for our products and services. In determining the allocation of the statetransaction price, we identify performance obligations in contracts with customers, which may include products, subscriptions to software and services, support, professional services and training. We allocate the transaction price to each performance obligation on a relative standalone selling price basis. The standalone selling price (SSP) is the price at which we would sell a promised product or service separately to a customer. We determine the SSP using information that may include market conditions or other observable inputs. In certain cases, we are able to establish a SSP based on observable prices for products or services sold separately. In these instances, we would use a single amount to estimate a SSP. If a SSP is not directly observable, for example when pricing is variable, we will use a range of Delaware. All inter-company transactionsSSP.

            In certain circumstances, we may estimate SSP for a product or service by applying the residual approach. This approach has been most commonly used when certain perpetual software licenses are only sold bundled with one year of post-contract support or other services and balancesa price has not been established for the software.

            Significant judgement is used to determine SSP and to determine whether there is a variance that needs to be allocated based on the relative SSP of the various products and services. Estimating SSP is a formal process that includes review and approval by management.

            We recognize software revenue for perpetual licenses when control has transferred to the customer, which is generally at the time of delivery when the customer has the ability to deploy the licenses, provided all revenue recognition criteria have been eliminated.met. If the revenue recognition criteria has not been met, the revenue is deferred or not recognized.

            We recognize revenue from subscriptions related to our software as a service offering ratably over the contractual subscription term as control of the goods or services is transferred to the customer, beginning on the date that the subscription is made available to the customer. Support and maintenance revenue is generated from recurring annual software support and maintenance contracts for our perpetual software licenses and is recognized ratably over the term of the service period, which is generally twelve months. Support and maintenance services include e-mail and telephone support, unspecified rights to bug fixes and product updates and upgrades and enhancements available on a when-and-if available basis. Both subscription revenue and support and maintenance revenue are typically billed annually in advance based on the terms of the arrangement.

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Interim Reporting

The information presented in the accompanying interim consolidated financial statements is without audit pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the interim consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States. Except where noted, the interim consolidated financial statements follow the same accounting policies and methods of their application as our April 30, 2017 annual audited consolidated financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim consolidated financial statements be read in conjunction with our April 30, 2017 annual audited consolidated financial statements.

Operating results for the three and six months ended October 31, 2017 are not necessarily indicative of the results that can be expected for the year ending April 30, 2018.

Revenue Recognition

We recognize revenue in accordance with “Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 985-605 "Software Revenue Recognition"”.

Infrom professional services and other revenue when control has transferred to the customer, which is generally at the time of delivery, and all of our arrangements, we do not recognize anyother revenue until we can determine that persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and we deem collection to be probable. For distribution and reseller arrangements, fees are fixed or determinable and collection probable when there are no rights to exchange or return and fees are not dependable upon payment from the end-user. If any of these criteria are not met, revenue is deferred until such time that allrecognition criteria have been met.

A substantial percentage of our revenue is generated by multiple-element arrangements, such as products, support and maintenance, and professional services. When arrangements include multiple elements, we allocate the total fee among the various elements using the residual method. Under the residual method, revenue is recognized when vendor-specific objective evidence, or VSOE, of fair value exists for all of the undelivered elements of the arrangement, but does not exist for one or more of the delivered elements of the arrangement. Each arrangement requires us to analyze the individual elements in the transaction and to estimate the fair value of each undelivered element, which typically includes maintenance and services. Revenue is allocated to each of the undelivered elements based on its respective fair value, with the fair value determined by the price charged when that element is sold separately. Revenue from multiple-element arrangements is recognized in software, subscription, support and maintenance, and professional services based on the items or services delivered.

For contracts with elements related to customized network solutions and certain network build-outs or software systems that require significant modification or customization, we apply FASB Emerging Issues Task Force ASC 605-25, "Multiple-Element Arrangements" and revenues are recognized under ASC 605-35, "Construction-Type and Production-Type Contracts", generallywill recognize revenue using the percentage-of-completion method.

In using the percentage-of-completion method, revenues are generally recorded based on a completion of milestones as described in the agreement. Profit estimates on long-term contracts are revised periodically based on changes in circumstances and any losses on contracts are recognized in the period that such losses become known.

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Post contract customer support (PCS) Depending on the services include e-mail and telephone support, unspecified rights to bug fixes and product updates and upgrades and enhancements available on a when-and-if available basis, and are recognized rateably over the term of the service period, which is generally twelve months. PCS servicebe provided, revenue generally is deferred until the related product has been delivered and all other revenue recognition criteria have been met. PCS revenues are recognized under support and maintenance revenues.

Professionalfrom professional services and training revenueother is recognized as the related service is performed.

Stock-Based Compensation

Stock options granted are accounted for under ASC 718, “Compensation –Stock Compensation”, and aregenerally recognized at the fair valuetime of delivery when the services have been completed and control has been transferred to the customer.

Unearned Revenue

            Unearned revenue represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual support and subscription services and professional and training services not yet provided as of the options as determined by an option pricing model asbalance sheet date.

Costs to Obtain a Customer Contract

            Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a systematic basis to match the related services are providedtiming of revenue recognition over the anticipated benefit period of up to 3.5 years depending on the products and the options earned. ASC 718 requires public companies to recognize the cost of employee services received in exchange for equity instruments,services. The anticipated benefit period was estimated based on the fair valueaverage length of those instruments onapplicable customer contracts and includes the measurement date which generallycontract term and any anticipated renewal periods. This amortization expense is the grant date, with limited exceptions.

Stock-based compensation represents the cost related to stock-based awards granted to employees and non-employee consultants. We measure stock-based compensation cost at measurement date, based on the estimated fair value of the award, and generally recognize the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period or the period during which the related services are provided by the non-employee consultants and the options are earned. We estimate the fair value of stock options using a Black-Scholes option valuation model.

The expected volatility of options granted has been determined using the volatility of our company's stock. The expected life of options granted after April 30, 2006 has been determined based on analysis of historical data. We have not paid and do not anticipate paying cash dividends on our shares of common stock; therefore, the expected dividend yield is assumed to be zero. In addition, ASC 718 requires companies to utilize an estimated forfeiture rate when calculating the expense for the period. We applied an estimated forfeiture rate of 15.0% for the six months ended October 31, 2017 in determining the expense recorded in oursales and marketing expense within the Company's consolidated statement of operations. Cost of sales and operating expenses include stock-based compensationThe Company has elected to apply a practical expedient that permits the Company to expense and deferred share unit plan expense. Forcosts to obtain a contract as incurred, if the six months ended October 31, 2017, we recorded an expense of $406,959anticipated benefit period is one year or less. From time to time, management will revisit the estimates used in connection with share-based payment awards. A future expense of non-vested options of $275,075 is expectedrecognizing the costs to be recognized overobtain customer contracts.

Costs to Fulfill a weighted-average period of 1.9 years. A future expense of non-vested deferred share units of $114,706 is expected to be recognized over a weighted-average period of 2.15 years.Customer Contract

Research and Development Expense for Software Products

Research and development expense includesCertain contract costs incurred to develop intellectual property.fulfill obligations under a contract are capitalized when such costs generate or enhance resources to be used in satisfying future performance obligations and the costs are deemed recoverable. Judgement is used in determining whether certain contract costs can be capitalized. These costs are capitalized and amortized on a systematic basis to match the timing of revenue recognition over the anticipated benefit period of up to 3.5 years, depending on the products and services. The anticipated benefit period was estimated based on the average length of applicable customer contracts and includes the contract term and any anticipated renewal periods. This amortization expense is recorded in cost of sales in the Company’s consolidated statement of operations. From time to time, management will review the capitalized costs for impairment and will also revisit the development of new software and substantial enhancements to existing software are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. We have determined that technological feasibility is established at the time a working model of software is completed. Because we believe our current process for developing software will be essentially completed concurrently with the establishment of technological feasibility, no costs have been capitalized to date.

Accounts Receivable and Allowance for Doubtful Accounts

We extend credit to our customers based on evaluation of an individual customer's financial condition and collateral is generally not required. Accounts outstanding beyond the contractual payment terms are considered past due. We determine our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are beyond the contractual payment terms, our previous loss history, and a customer's current ability to pay its obligation to us. We write-off accounts receivable when they are identified as uncollectible. All outstanding accounts receivable are periodically reviewed for collectability on an individual basis.

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Goodwill

We have goodwill related to the acquisitions of NewHeights Software Corporation and FirstHand Technologies Inc. The determination of the net carrying value of goodwill and the extent to which, if any, there is impairment, are dependent on material estimates and judgments on our part, including the estimate of the value of future net cash flows, which are based upon further estimates of future revenues, expenses and operating margins.

Goodwill—Impairment Assessments

We review goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable in accordance with FASB ASC 350,Goodwill and Other Intangible Assets. The provisions of ASC 350 require that a two-step impairment test be performed on goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of our reporting unit’s goodwill exceeds its implied fair value, then we would record an impairment loss equal to the difference.

Determining the fair value of our reporting unit involves the use of significant estimates and assumptions. These estimates and assumptions include future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. Our most recent annual goodwill impairment analysis, which was performed at the end of the fourth quarter of fiscal 2017, did not result in an impairment charge, nor did we record any goodwill impairment for the three and six months ended October 31, 2017.

Derivative Instruments

We periodically enter into foreign currency forward contracts, not designated as hedging instruments, to protect us from fluctuations in exchange rates. As at October 31, 2017, our Company had no foreign currency forward contracts outstanding. Notional amounts do not quantify risk or represent assets or liabilities of our company, but are used in recognizing the calculation of cash settlements under thecosts to fulfill customer contracts.

Use of Estimates

The preparation of our financial statements in conformity with generally accepted accounting principles in the United States requires our management to make estimates and assumptions which affect the amounts reported in our interim consolidated financial statements, the notes thereto, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Results of Operations

Our operating activities during the sixthree months ended OctoberJuly 31, 20172018 consisted primarily of selling our IP telephony software and related services to telecom service providers, enterprises and channel partners serving the telecom and enterprise segments, and the continued development of our IP telephony software products.

We generate our revenue primarily in U.S. dollars and incur a majority of our expenses in Canadian dollars. As a result of the fluctuation in the Canadian dollar against the U.S. dollar over the three and six months ended OctoberJuly 31, 2017,2018, we recorded increased operating costs on translation of Canadian dollar costs as compared to the three and six months ended OctoberJuly 31, 20162017 of approximately $97,000 and $57,000, respectively.$27,000.

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Selected Consolidated Financial Information

The following tables set out selected consolidated unaudited financial information for the periods indicated. The selected consolidated financial information set out below for the three and six months ended OctoberJuly 31, 20172018 and 20162017 has been derived from the consolidated unaudited financial statements and accompanying notes for the sixthree months ended OctoberJuly 31, 20172018 and 20162017 and the audited consolidated financial statements for the fiscal year ended April 30, 2017.2018. Each investor should read the following information in conjunction with those statements and the related notes thereto.

Selected Consolidated Statements of Operations Data

  Three Months Ended October 31, 
  2017  2016 
     Percent of     Percent 
     Total     of Total 
  Amount  Revenue  Amount  Revenue 
Revenue$3,410,565  100% $2,751,113  100% 
             
Operating expenses$3,456,084  101% $3,487,210  127% 
Loss from operations ($45,519) (1%) ($736,097) (27%)
Interest and other income, net ($162) −% $173  −% 
Foreign exchange gain$204,515  6% $171,904  6% 
Net income (loss)$158,834  5%  ($564,020) (21%)
             
Net income (loss) per share            
-Basic$0.03     ($0.12)   
-Diluted$0.03     ($0.12)   
             
Weighted average common shares outstanding            
-Basic 5,487,765     4,554,226    
-Diluted 5,892,580     4,554,226    

Selected Consolidated Statements of Operations Data

  Six Months Ended October 31, 
  2017  2016 
     Percent of     Percent 
     Total     of Total 
  Amount  Revenue  Amount  Revenue 
Revenue$6,523,371  100% $5,777,107  100% 
             
Operating expenses$7,102,671  109% $7,086,327  123% 
Loss from operations ($579,300) (9%) ($1,309,220) (23%)
Interest and other income, net ($215) −% $186  −% 
Foreign exchange gain (loss) ($414,184) (6%)$381,103  7% 
Net loss ($993,699) (15%) ($927,931) (16%)
             
Net loss per share            
-Basic and diluted ($0.19)    ($0.20)   
             
Weighted average common shares outstanding            
-Basic and diluted 5,262,359     4,552,371    

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  Three Months Ended July 31, 
  2018  2017 
     Percent of     Percent 
     Total     of Total 
  Amount  Revenue  Amount  Revenue 
Revenue$2,887,830  100% $3,112,806  100% 
             
Operating expenses 3,985,110  138%  3,646,587  117% 
Loss from operations ($1,097,280) (38%) ($533,781) (17%)
Interest and other income, net (5) −%  (53) −% 
Foreign exchange gain (loss) 80,936  (3%) (618,699) (20%)
Gain on change in fair value of derivative instruments 5,402  −%    −% 
Net loss ($1,010,947) (35%) ($1,152,533) (37%)
             
Net loss per share            
-Basic and diluted ($0.17)    ($0.23)   
Weighted average common shares outstanding            
-Basic and diluted 5,932,417     5,036,954    

Revenue

 Three Months Ended October 31,         Three Months Ended July 31,          
 2017  2016  Period-to-Period Change  2018  2017  Period-to-Period Change 
    Percent     Percent     Percent     Percent     Percent     Percent 
    of Total     of Total     Increase /     of Total     of Total     Increase / 
 Amount  Revenue  Amount  Revenue  Amount  (Decrease)  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Revenue by Type                                    
Software$1,816,867  53% $1,242,860  45% $574,007  46% $1,356,002  47% $1,698,893  55%  ($342,891) (20%)
Subscription, support and maintenance$981,619  29% $957,891  35% $23,728  2%  1,251,020  43%  967,062  31%  283,958  29% 
Professional services and other$612,079  18% $550,362  20% $61,717  11%  280,808  10%  446,851  14%  (166,043) (37%)
Total revenue$3,410,565  100% $2,751,113  100% $659,452  24% $2,887,830  100% $3,112,806  100%  ($224,976) (7%)
                                    
Revenue by Region                                    
North America$1,755,522  51% $1,526,525  55% $228,997  15% $1,738,303  60% $1,754,074  56%  ($15,771) (1%)
International$1,655,043  49% $1,224,588  45% $430,455  35%  1,149,527  40%  1,358,732  44%  (209,205) (15%)
Total revenue$3,410,565  100% $2,751,113  100% $659,452  24% $2,887,830  100% $3,112,806  100%  ($224,946) (7%)

For the three months ended OctoberJuly 31, 2017,2018, we generated $3,410,565$2,887,830 in revenue compared to $2,751,113$3,112,806 for the three months ended OctoberJuly 31, 2016,2017, representing an increasea decrease of $659,452$224,976 or 24%7%.

Software revenue increaseddecreased by $574,007$342,891 or 46%20% to $1,816,867$1,356,002 for the three months ended OctoberJuly 31, 20172018 compared to $1,242,860$1,698,893 for the three months ended OctoberJuly 31, 2016.2017. The increasedecrease in software revenue was a result of increasesdecreased sales to service providers and enterprises, and was partially offset by an increase in sales to channel partners and service providers.partners.

Subscription, support and maintenance revenue increased by $23,728$283,958 or 2%29% to $981,619$1,251,020 for the three months ended OctoberJuly 31, 20172018 compared to $957,891$967,062 for the three months ended OctoberJuly 31, 2016.2017. The increase in subscription, support and maintenance revenue was a result of increases in sales to enterpriseschannel partners, service providers, and channel partners.enterprises.

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Professional services and other revenue increaseddecreased by $61,717$166,043 or 11%37% to $612,079$280,808 for the three months ended OctoberJuly 31, 20172018 compared to $550,362$446,851 for the three months ended OctoberJuly 31, 2016.2017. The increasedecrease in professional services and other revenue was a result of increasesdecreases in sales to channel partners, enterprises, and service providers.

North American revenue increaseddecreased by $228,997$15,771 or 15%1% to $1,755,522$1,738,303 for the three months ended OctoberJuly 31, 20172018 compared to $1,526,525$1,754,074 for the three months ended OctoberJuly 31, 2016,2017, as a result of higherlower sales of software and service to channel partners and enterprises. International revenue outside of North America increased by $430,455 or 35% to $1,655,043 for the three months ended October 31, 2017 compared to $1,224,588 for the three months ended October 31, 2016, as a result of higher sales of software and services to European channel partners and service providers.

   Six Months Ended October 31,        
  2017  2016  Period-to-Period Change 
     Percent     Percent     Percent 
     of Total     of Total     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Revenue by Type                  
Software$3,515,760  54% $2,898,863  50% $616,897  21% 
Subscription, support and maintenance$1,948,681  30% $1,913,187  33% $35,494  2% 
Professional services and other$1,058,930  16% $965,057  17% $93,873  10% 
Total revenue$6,523,371  100% $5,777,107  100% $746,264  13% 

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    Six Months Ended October 31,          
  2017  2016  Period-to-Period Change 
     Percent     Percent     Percent 
     of Total     of Total     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Revenue by Region                  
 North America$3,509,598  54% $3,435,387  59% $74,211  2% 
 International$3,013,773  46% $2,341,720  41% $672,053  29% 
Total revenue$6,523,371  100% $5,777,107  100% $746,264  13% 

For the six months ended October 31, 2017, we generated $6,523,371 in revenue compared to $5,777,107 for the six months ended October 31, 2016, representing an increase of $746,264 or 13%.

Software revenue increased by $616,897 or 21% to $3,515,760 for the six months ended October 31, 2017 compared to $2,898,863 for the six months ended October 31, 2016. The increase in software revenue was a result of increases in sales to service providers, channel partners, and enterprises.

Subscription, support and maintenance revenue increased by $35,494 or 2% to $1,948,681 for the six months ended October 31, 2017 compared to $1,913,187 for the six months ended October 31, 2016. The increase in subscription, support and maintenance revenue was a result of increases in sales to enterprises and channel partners.

Professional services and other revenue increased by $93,873 or 10% to $1,058,930 for the six months ended October 31, 2017 compared to $965,057 for the six months ended October 31, 2016. The increase in professional services and other revenue was a result of increases in sales to service providers and channel partners.

North American revenue increased by $74,211 or 2% to $3,509,598 for the six months ended October 31, 2017 compared to $3,435,387 for the six months ended October 31, 2016, as a result of higher sales of software to enterprises, channel partners, and service providers. International revenue outside of North America increaseddecreased by $672,053$209,205 or 29%16% to $3,013,773$1,149,527 for the sixthree months ended OctoberJuly 31, 20172018 compared to $2,341,720$1,358,732 for the sixthree months ended OctoberJuly 31, 2016,2017, as a result of higherlower sales of software and servicesservice to European channel partnersservice providers and service providers.enterprises.

Operating Expenses

Cost of Sales

Cost of sales for the three and six months ended OctoberJuly 31, 20172018 and 20162017 were as follows:

  October 31, 2017  October 31, 2016  Period-to-Period Change 
     Percent     Percent     Percent 
     of     of     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$380,822  11% $476,547  17%  ($95,725) (20%)
Six months ended$769,065  12% $973,663  17%  ($204,598) (21%)
  July 31, 2018  July 31, 2017  Period-to-Period Change 
     Percent     Percent     Percent 
     of Total     of Total     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$595,556  21% $388,243  12% $207,313  53% 

Cost of sales was $380,822$595,556 for the three months ended OctoberJuly 31, 20172018 compared to $476,547$388,243 for the three months ended OctoberJuly 31, 2016. The decrease of $95,725 was primarily attributable to decrease in wages, benefits and consulting fees of approximately $124,200. These decreases in cost of sales items were partially offset by a net increase in other cost of sales expenses of approximately $28,500.

Cost of sales was $769,065 for the six months ended October 31, 2017 compared to $973,663 for the six months ended October 31, 2016. The decrease of $204,598 was primarily attributable to a decrease in wages, benefits and consulting fees of approximately $211,200. These decreases in cost of sales items were partially offset by a net increase in other cost of sales expenses of approximately $6,600.

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Sales and Marketing

Sales and marketing expenses for the three and six months ended October 31, 2017 and 2016 were as follows:

  October 31, 2017  October 31, 2016  Period-to-Period Change 
     Percent     Percent     Percent 
     of     of     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$1,031,227  30% $988,540  36% $42,687  4% 
Six months ended$2,035,511  31% $1,950,409  34% $85,102  4% 

Sales and marketing expenses were $1,031,227 for the three months ended October 31, 2017 compared to $988,540 for the three months ended October 31, 2016.2017. The increase of $42,687$207,313 or 53% was primarily attributable to an increase in wages, benefits and consulting fees of approximately $13,600,$143,700, an increase in licenses and software expense of approximately $56,600 and an increase in other expenses of approximately $29,000.$7,000.

Sales and Marketing

            Sales and marketing expenses for the three months ended July 31, 2018 and 2017 were as follows:

  July 31, 2018  July 31, 2017  Period-to-Period Change 
     Percent     Percent     Percent 
     of Total     of Total     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$994,960  34% $1,004,284  32%  ($9,324) (1%)

Sales and marketing expenses were $2,035,511$994,960 for the sixthree months ended OctoberJuly 31, 20172018 compared to $1,950,409$1,004,284 for the sixthree months ended OctoberJuly 31, 2016.2017. The increasedecrease of $85,102$9,324 or 1% was primarily attributable to an increase in wages, benefits and consulting fees of approximately $50,200,$17,700, offset by the amortization of capitalized sales commission costs of approximately $24,000. In addition, there was an increase in marketingtravel and trade show expenses of approximately $24,700,$7,900 and an increase in other expenses of approximately $22,400. The increase in sales and marketing expenses were partially$21,900, offset by a net decrease in travelmarketing expenses of approximately $12,300.$32,800.

Research and Development

Research and development expenses for the three and six months ended OctoberJuly 31, 20172018 and 20162017 were as follows:

  October 31, 2017  October 31, 2016  Period-to-Period Change 
     Percent     Percent     Percent 
     of     of     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$1,329,437  39% $1,150,515  42% $178,922  16% 
Six months ended$2,690,910  41% $2,309,176  40% $381,734  17% 
  July 31, 2018  July 31, 2017  Period-to-Period Change 
     Percent     Percent     Percent 
     of Total     of Total     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$1,402,956  49% $1,361,473  44% $41,483  3% 

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Research and development expenses were $1,329,437$1,402,956 for the three months ended OctoberJuly 31, 20172018 compared to $1,150,515$1,361,473 for the three months ended OctoberJuly 31, 2016.2017. The increase of $178,922$41,483 or 3% was primarily attributable to an increase in wages, benefits and consulting fees of approximately $178,600.

Research$16,600, and development expenses were $2,690,910 for the six months ended October 31, 2017 compared to $2,309,176 for the six months ended October 31, 2016. The increase of $381,734 was primarily attributable to an increase in wages, benefits and consulting fees of approximately $399,600. This increase in research and development was partially offset by a net decrease in other expenses of approximately $17,800.$24,900.

General and Administrative

General and administrative expenses for the three and six months ended OctoberJuly 31, 20172018 and 20162017 were as follows:

  October 31, 2017  October 31, 2016  Period-to-Period Change 
     Percent     Percent     Percent 
     of     of     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$714,598  21% $871,608  32%  ($157,010) (18%)
Six months ended$1,607,185  25% $1,853,079  32%  ($245,894) (13%)
  July 31, 2018  July 31, 2017  Period-to-Period Change 
     Percent     Percent     Percent 
     of Total     of Total     Increase / 
  Amount  Revenue  Amount  Revenue  Amount  (Decrease) 
Three months ended$991,638  34% $892,587  29% $99,051  11% 

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General and administrative expenses were $714,598$991,638 for the three months ended OctoberJuly 31, 20172018 compared to $871,608$892,587 for the three months ended OctoberJuly 31, 2016.2017. The decreaseincrease of $157,101$99,051 or 11% in general and administrative expenses was primarily attributable to a reversal of a provision in the current period for third party license fees that have been accrued in prior years, but are not payable, of approximately $115,600, to a decrease in bad debts expense of approximately $55,800, and a net decreasean increase in audit, legal and other professional expenses of approximately $17,000. This decrease$41,400, an increase in general and administrativebad debts expense of approximately $49,900, an increase in other expenses were partiallyof approximately $19,600, offset by an increasea decrease in wages, benefits and consulting fees of approximately $28,500, and other expenses of approximately $2,900.

General and administrative expenses were $1,607,185 for the six months ended October 31, 2017 compared to $1,853,079 for the six months ended October 31, 2016. The decrease of $245,894 in general and administrative expenses was primarily attributable to a decrease in bad debts expense of approximately $138,300, to a reversal of a provision in the current period for third party license fees that have been accrued in prior years, but are not payable, of approximately $115,600, and a decrease in audit, legal and other professional expenses of approximately $42,600. The increase in general and administrative expenses were partially offset by an increase in wages, benefits and consulting fess of approximately $27,000, an increase in other expenses of approximately $23,600.$11,800.

Interest and Other Income (Expense), Net

Interest income      Foreign exchange gain for the three and six months ended OctoberJuly 31, 20172018 was $nil for both periods$80,936 compared to $173 and $186, respectively,a foreign exchange loss of $618,699 for the three and six months ended OctoberJuly 31, 2016. Interest expense for the three and six months ended October 31, 2017 and October 31, 2016 was $162 and $215, respectively, compared to $nil for both periods.

Foreign exchange gain (loss) for the three and six months ended October 31, 2017 was $204,515 and ($414,184), respectively, compared to $171,904 and $381,103, respectively, for the three and six months ended October 31, 2016.2017. The foreign exchange gain (loss) represents the gain (loss) on account of translation of the intercompany accounts of our subsidiary which maintains their records in Canadian dollars and transactional gains and losses. The foreign exchange gain (loss) includes the translation of quarterly intercompany transfer pricing invoices from our Canadian subsidiary to us.

Liquidity and Capital Resources

Selected Consolidated Balance Sheet Data October 31, 2017  April 30, 2017 
Cash and cash equivalents$1,682,132 $2,071,019 
Current assets$5,671,394 $4,375,341 
Current liabilities$4,350,803 $4,021,052 
Total liabilities$4,379,932 $4,053,837 
Total assets$12,938,986 $11,233,146 

            The following is a summary of selected financial information as at the dates indicated:

Selected Consolidated Balance Sheet Data July 31, 2018  April 30, 2018 
Cash $1,877,163  $2,348,883 
Current assets $5,345,279  $6,049,138 
Total assets $12,574,756  $13,334,227 
Current liabilities $5,121,692  $5,068,939 
Total liabilities $5,143,093  $5,093,041 

As of OctoberJuly 31, 2017,2018, we had $1,682,132$1,877,163 in cash and cash equivalents compared to $2,071,019$2,348,883 as of April 30, 2017,2018, representing a decrease of $388,887.$471,720. Our working capital was $1,320,591$223,587 at OctoberJuly 31, 20172018 compared to $354,289$980,199 at April 30, 2017,2018, representing a decrease of $756,612.

            We have experienced recurring losses and an increaseaccumulated deficit of $966,302. Management anticipates that$64,578,599 as of July 31, 2018, as a result of flat to declining revenues resulting from a number of factors including our buildout of a cloud based subscription platform concurrent with the future capital requirementschange of our company will be primarily fundedlicensing model to subscription based licensing and has not reached profitable operations which raises substantial doubt about its ability to continue operating as a going concern within one year of the date of the financial statements.

            We have historically been able to manage liquidity requirements through cost management and cost reduction measures, supplemented with raising additional financing. As of July 31, 2018, we do not have any commitments to raise funds.

            To alleviate this situation, we have plans in place to improve our financial position and liquidity, while executing on our growth strategy, by managing and or reducing costs that is not expected to have an adverse impact on the ability to generate cash flows, generated from operationsas the transition to our software as a service platform and from working capital, and we may seek additional funding to meet ongoing operating expenses.subscription licensing continues.

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Our company has $1,268,744$1,168,481 in cash held outside of the United States, and there is no intent to repatriate such cash at this time. Should we decide to repatriate such cash in the future, taxes would need to be accrued and paid.

Cash Flows

            Our cash flows for the three months ended July 31, 2018 and 2017 are as follows:

  Three months ended  Three months ended 
  July 31, 2018  July 31, 2017 
Net cash used in operating activities ($475,707) ($714,303)
Net cash used in investing activities ($4,176) ($41,753)
Net cash provided by financing activities$2,944 $1,164,338 
Net (decrease) increase in cash ($471,720)$455,243 

Operating Activities

Our operating activities resulted in a net cash outflow of $1,527,624$475,707 for the sixthree months ended OctoberJuly 31, 2017. This comparescompared to a net cash outflow of $149,966$714,303 for the same period lastin the prior year, representing an increasea decrease in net cash used in operating activities of $1,377,658$238,596. The decrease in cash outflow from operations compared to the same period last year. The net cash outflow from operating activities for the sixthree months ended OctoberJuly 31, 20172018 was primarily a result of a decrease in net loss of $993,699 andapproximately $141,600, an increase in accounts receivable of $1,685,153. Theapproximately $839,700 and an increase in unearned revenue of approximately $111,100. This decrease in net cash outflow from operating activities was primarily offset by stock based compensation of $406,959,the decrease in non-cash foreign exchange loss of $383,154,approximately $733,000, a decrease in accounts payable of approximately$71,100, a decrease in stock-based compensation expense of approximately $28,900 and unearned revenuethe decrease in deferred sales commissions costs of $237,611.approximately $24,000.

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Investing Activities

Investing activities resulted in a net cash outflow of $62,403$4,176 for the sixthree months ended OctoberJuly 31, 20172018, compared to $41,753 for the same period in the prior year. The decrease in net cash outflow from investing activities was primarily fora result of a decrease in investments in computer equipment and intangible assets. This compares with a net cash outflow from investing activities of $61,540 for the same period last year primarily for purchases of computer equipment and intangible assets. At OctoberJuly 31, 2017,2018, we did not have any material commitments for future capital expenditures.

Financing Activities

Financing activities resulted in a net cash inflow of $1,162,556$2,944 for the sixthree months ended OctoberJuly 31, 20172018 compared to a net cash outflowinflow of $7,870$1,164,338 for the sixthree months ended OctoberJuly 31, 2016.2017. The decrease in net cash inflow for the six months ended October 31, 2017from financing activities was primarily a result of a non-brokereddue to the private placement under whichthat occurred on July 20, 2017 where we issued an aggregate of 539,240 shares of common stock at a price of $2.20 per share raisingfor total gross proceeds of $1,186,328 less issuance costs of $19,832. No financings took place in the current period. The net cash inflow for the three months ended July 31, 2018 was primarily related shares issued pursuant to our employee stock purchase plan.

Off-Balance Sheet Arrangements

We do not have, and do not have any present plans to implement, any off-balance sheet arrangements.

NewRecently Adopted Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, “Revenue fromRevenue From Contracts with Customers”With Customers (“Topic 606”). Topic 606 removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The guidance in this update supersedes the revenue recognition requirements in ASCTopic 605 “Revenue Recognition”, (“Topic 605”) and most industry-specific guidance throughout the Industry Topicsrequires entities to recognize revenue when control of the Codification.promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. The Company adopted ASU 2014-09 as of May 1, 2018 using the modified retrospective transition method. SeeNote 4 – Revenue Recognitionunder ASC 606 in our notes to consolidated financial statements for further details.

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Recently Issued Accounting Pronouncements

            In August 2015,2017, the FASB issued ASU 2015-14 “Revenue from Contracts2017-12, Targeted Improvements to Accounting for Hedging Activities, which amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments are intended to more closely align hedge accounting with Customers” was issued which delayedcompanies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. This amendment is effective date for public entities to reportingannual periods beginning after December 15, 2017.2018, including interim periods within those periods. Early adoptionapplication is not permitted. We are currently evaluatingassessing the future impact of the adoption of this new standard.update on its consolidated financial statements and related disclosures.

In March 2016,January 2017, the FASB issued ASU 2016-08, “Revenue2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment, which amends the guidance to eliminate Step 2 from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, which clarifies the guidancegoodwill impairment test. Instead, under the amendments in the new revenue standard on assessing whetherguidance, an entity isshould perform its annual, or interim, goodwill impairment test by comparing the fair value of a principalreporting unit with its carrying amount. The entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendments will be effective for annual or an agentany interim goodwill impairment tests in a revenue transaction. This conclusion impacts whether an entity reports revenue on a gross or net basis.fiscal years beginning after December 15, 2019. We are currently evaluating the impact of this standardamendment on our consolidated financial statements and related disclosures.

In April 2016, FASB issued ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing”, which clarifies the guidance in the new revenue standard regarding an entity’s identification of its performance obligations in a contract, as well as an entity’s evaluation of the nature of its promise to grant a license of intellectual property and whether or not that revenue is recognized over time or at a point in time. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In May 2016, FASB issued ASU 2016-11, “Revenue Recognition: Customer Payments and Incentives”, which clarifies the guidance in recognizing costs for consideration given by a vendor to a customer as a component of cost of sales. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In May 2016, FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients” which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. These amendments have the same effective date as the new revenue standard. While we are currently evaluating the method of adoption and the impact of the new revenue standard, as amended, on our Consolidated Financial Statements and related disclosures, we believe the adoption of the new standard may have a significant impact on the accounting for certain transactions with multiple elements or “bundled” arrangements because the requirement to have VSOE for undelivered elements under current accounting standards is eliminated under the new standard. Accordingly, we may be required to recognize as revenue a portion of the sales price upon delivery of the software, as compared to the current requirement of recognizing the entire sales price ratably over an estimated offering period. We continue to evaluate the impact of the new revenue standard on our consolidated financial statements and related disclosures.

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In February 2016, FASB issued ASU 2016-02, “Leases”. The guidance would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2018. We are currently evaluating the impact of its pending adoption of ASU 2016-02 on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “FinancialFinancial Instruments: Measurement of Credit Losses on Financial Instruments”Instruments, which amends the guidance on measuring credit losses on financial assets held at amortized cost. The amendment is intended to address the issue that the previous “incurred loss” methodology was restrictive forof our ability to record credit losses based on not yet meeting the “probable” threshold. The new language will require these assets to be valued at amortized cost presented at the net amount expected to be collected will a valuation provision. The amendments will be effective for fiscal years beginning after December 15, 2019. We are evaluating the impact of this amendment on our consolidated financial statements and related disclosures.

            In February 2016, FASB issued ASU 2016-02, “Leases” which would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2018. We are currently evaluating the impact of its pending adoption of ASU 2016-02 on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4.Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company's Chief Executive Officer and Chief Financial Officer concluded that as of OctoberJuly 31, 2017,2018, our disclosure controls and procedures were effective.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended OctoberJuly 31, 20172018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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Item 1A. Risk Factors.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumption or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

Risks Associated with our Business and Industry

Lack of cash flow which may affect our ability to continue as a going concern.

Presently, our operating cash flows are not sufficient to meet operating and capital expenses. Our business plan calls for continued research and development of our products and expansion of our market share. We will require additional financing to fund working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow. However, our management projects that under our current operating plan that sufficient cash is available to meet our ongoing operating expenses and working capital requirements through December 31, 2018.

However, there            There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

The occurrence of any of the aforementioned events could adversely affect our ability to meet our proposed business plans.

We depend on a mix of revenues and outside capital to pay for the continued development of our technology and the marketing of our products. Such outside capital may include the sale of additional stock and/or commercial borrowing. There can be no assurance that capital will continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. Disruptions in financial markets and challenging economic conditions have and may continue to affect our ability to raise capital. The issuance of additional equity securities by us would result in a dilution, possibly a significant dilution, in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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Our revenue, operating results and gross margin can fluctuate significantly and unpredictably from quarter-to-quarter and from year-to-year, and we expect that they will continue to do so, which could have a material adverse effect on our operating results.

The rate at which our customers order our products, and the size of these orders, are highly variable and difficult to predict. In the past, we have experienced significant variability in our customer purchasing practices on a quarterly and annual basis, and we expect that this variability will continue, as a result of a number of factors, many of which are beyond our control, including:

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As a result of this volatility in our customers’ purchasing practices, our revenue has historically fluctuated unpredictably on a quarterly and annual basis and we expect this to continue for the foreseeable future. Our budgeted expense levels depend in part on our expectations of future revenue. Because any substantial adjustment to expenses to account for lower levels of revenue is difficult and takes time, if our revenue declines, our operating expenses and general overhead would likely be high relative to revenue, which could have a material adverse effect on our operating margin and operating results.

We may be unable to predict subscription renewal rates and the impact these rates may have on our future revenue and operating results.

Some of our products and services are sold on a subscription basis that areis generally month-to-month or one year in length. Our customers have no obligation to renew their subscriptions for our services after the expiration of their initial subscription period, and some customers elect not to renew. We cannot provide assurance that our subscriptions will be renewed at the same or higher level of service, for the same number of licenses or for the same duration of time, if at all. We cannot provide assurance that we will be able to accurately predict future customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our services, our ability to continue to regularly add features and functionality, the reliability (including uptime) of our subscription services, the prices of our services, the prices of services offered by our competitors, mergers and acquisitions affecting our customer base, reductions in our customers’ spending levels or declines in customer activity as a result of economic downturns or uncertainty in financial markets. If our customers do not renew their subscriptions for our services or if they renew on terms less favorable to us, our revenue may decline.

If we are not able to manage our operating expenses, then our financial condition may be adversely affected.

Operating expenses of $3,456,084$3,985,110 exceeded revenue of $3,410,565$2,887,830 for the three months ended OctoberJuly 31, 2017.2018. Our ability to reach and maintain profitability is conditional upon our ability to manage our operating expenses. There is a risk that we will have to increase our operating expenses in the future. Factors that could cause our operating expenses to increase include our determination to spend more on sales and marketing in order to increase product sales or our determination that more research and development expenditures are required in order to keep our current software products competitive or in order to develop new products for the market. To the extent that our operating expenses increase without a corresponding increase in revenue, our financial condition would be adversely impacted.

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We face larger and better-financed competitors, which may affect our ability to achieve or maintain profitability.

Management is aware of similar products which compete directly with our products and some of the companies developing these similar products are larger and better-financed than us and may develop products superior to those of our company. In addition to price competition, increased competition may result in other aggressive business tactics from our competitors, such as:

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Such competition may potentially adversely affect our profitability.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital, or a delisting from a stock exchange on which our common stock trades. Because our operations have been partially financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, there can be no assurance that we can raise additional capital or generate funds from operations sufficient to meet our obligations.

The majority of our directors and officers are located outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or some of our directors or officers.

The majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, investors may be effectively prevented from pursuing remedies under United States federal securities laws against some of our directors or officers.

We may in the future be subject to damaging and disruptive intellectual property litigation that could materially and adversely affect our business, results of operations and financial condition, as well as the continued viability of our company.

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We may be unaware of filed patent applications and issued patents that could relate to our products and services. Intellectual property litigation, if determined against us, could:

  • 38


    Parties making claims of infringement may be able to obtain injunctive or other equitable relief that could effectively block our ability to provide our products or services and could cause us to pay substantial royalties, licensing fees or damages. The defense of any lawsuit could result in time-consuming and expensive litigation, regardless of the merits of such claims.

    We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

    Our success and ability to compete depends to a significant degree on our proprietary technology incorporated in our software. If any of our competitors' copy or otherwise gain access to our proprietary technology or develops similar technologies independently, we would not be able to compete as effectively. We also consider our family of registered and unregistered trademarks including CounterPath, Bria, eyebeam, X-Lite, and Softphone.com invaluable to our ability to continue to develop and maintain the goodwill and recognition associated with our brand. The measures we take to protect the proprietary technology software, and other intellectual property rights, which presently are based upon a combination of patents, patents pending, copyright, trade secret and trademark laws, may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights.

    We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and divert resources from intended uses. In addition, notwithstanding any rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our service marks or require us to make changes to our website or other of our technologies.

    Our products may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

    Our industry is characterized by rapid changes in technology and customer demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new products may not be favorably received.

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    Unless we can establish broad market acceptance of our current products, our potential revenues may be significantly reduced.

    We expect that a substantial portion of our future revenue will be derived from the sale of our software products. We expect that these product offerings and their extensions and derivatives will account for a majority of our revenue for the foreseeable future. Broad market acceptance of our software products is, therefore, critical to our future success and our ability to continue to generate revenues. Failure to achieve broad market acceptance of our software products as a result of competition, technological change, or otherwise, would significantly harm our business. Our future financial performance will depend primarily on the continued market acceptance of our current software product offerings and on the development, introduction and market acceptance of any future enhancements. There can be no assurance that we will be successful in marketing our current product offerings or any new product offerings, applications or enhancements, and any failure to do so would significantly harm our business.

    39


    Our use of open source software could impose limitations on our ability to commercialize our products.

    We incorporate open source software into our products. Although we closely monitor our use of open source software, the terms of many open source software licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to sell our products. In such event, we could be required to make our proprietary software generally available to third parties, including competitors, at no cost, to seek licenses from third parties to continue offering our products, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis or at all, any of which could adversely affect our revenues and operating expenses.

    We may not be able to obtain necessary licenses of third-party technology on acceptable terms, or at all, which could delay product sales and development and adversely impact product quality.

    We have incorporated third-party licensed technology into our current products. We anticipate that we are also likely to need to license additional technology from third-parties to develop new products or product enhancements in the future. Third-party licenses may not be available or continue to be available to us on commercially reasonable terms. The inability to retain any third-party licenses required in our current products or to obtain any new third-party licenses to develop new products and product enhancements could require us to obtain substitute technology of lower quality or performance standards or at greater cost, and delay or prevent us from making these products or enhancements, any of which could seriously harm the competitive position of our products.

    Our products must interoperate with many different networks, software applications and hardware products, and this interoperability will depend on the continued prevalence of open standards.

    Our products are designed to interoperate with our customers’ existing and planned networks, which have varied and complex specifications, utilize multiple protocol standards, software applications and products from numerous vendors and contain multiple products that have been added over time. As a result, we must attempt to ensure that our products interoperate effectively with these existing and planned networks. To meet these requirements, we have and must continue to undertake development and testing efforts that require significant capital and employee resources. We may not accomplish these development efforts quickly or cost-effectively, or at all. If our products do not interoperate effectively, installations could be delayed or orders for our products could be cancelled, which would harm our revenue, gross margins and our reputation, potentially resulting in the loss of existing and potential customers. The failure of our products to interoperate effectively with our customers’ networks may result in significant warranty, support and repair costs, divert the attention of our engineering personnel from our software development efforts and cause significant customer relations problems.

    Additionally, the interoperability of our products with multiple different networks is significantly dependent on the continued prevalence of standards for IP multimedia services, such as SIP or Session Initiation Protocol. Some of our existing and potential competitors are network equipment providers who could potentially benefit from the deployment of their own proprietary non-standards-based architectures. If resistance to open standards by network equipment providers becomes prevalent, it could make it more difficult for our products to interoperate with our customers’ networks, which would have a material adverse effect on our ability to sell our products to service providers.

    36


    We are subject to the credit risk of our customers, which could have a material adverse effect on our financial condition, results of operations and liquidity.

    We are subject to the credit risk of our customers. Businesses that are good credit risks at the time of sale may become bad credit risks over time. In times of economic recession, the number of our customers who default on payments owed to us tends to increase. If we fail to adequately assess and monitor our credit risks, we could experience longer payment cycles, increased collection costs and higher bad debt expense.

    40


    We are exposed to fluctuations in interest rates and exchange rates associated with foreign currencies.

    A majority of our revenue activities are transacted in U.S. dollars. However, we are exposed to foreign currency exchange rate risk inherent in conducting business globally in numerous currencies, of which the most significant to our operations for the three months ended OctoberJuly 31, 20172018 is the Canadian dollar. We are primarily exposed to a fluctuating Canadian dollar as our operating expenses are primarily denominated in Canadian dollars while our revenues are primarily denominated in U.S. dollars. We address certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. Our company’s foreign currency risk management program includes foreign currency derivatives with cash flow hedge accounting designation that utilizes foreign currency forward contracts to hedge exposures to the variability in the U.S. dollar equivalent of anticipated non-U.S. dollar-denominated cash flows. These instruments generally have a maturity of less than one year. For these derivatives, our company reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income (loss) in stockholders’ equity and reclassifies it into earnings in the same period in which the hedged transaction affects earnings, and within the same line item on the consolidated statements of operations as the impact of the hedged transaction. There can be no assurance that our hedging program will not result in a negative impact on our earnings and earnings per share. We did not enter into any forward contracts for hedging purposes during the three months ended OctoberJuly 31, 2017 (20162018 (2017 - none).

    Tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes could impact our results of operations and financial condition.

                We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value added, net worth, property, withholding and franchise taxes in both the U.S. and various foreign jurisdictions. From time to time, we are also subject to reviews, examinations and audits by taxing authorities with respect to such income and non-income-based taxes inside and outside of the U.S. When a taxing authority disagrees with our tax positions, we could face additional tax liabilities, including interest and penalties. Payment of such additional amounts upon final settlement or adjudication of any disputes could have a material impact on our results of operations and financial position.

                In addition, we are directly and indirectly affected by new tax legislation and regulation and the interpretation of tax laws and regulations worldwide. Changes in legislation, regulation or interpretation of existing laws and regulations in the U.S. and other jurisdictions where we are subject to taxation could increase our taxes and have an adverse effect on our operating results and financial condition.

    If a security breach or cyberattack of our IT networks and systems, or any of our products, occurs, our operations could be interrupted, our products and services may be perceived as vulnerable, and our brand and reputation could be damaged, which could reduce revenue, increase expenses, and expose us to legal claims or regulatory actions.

    37


    Cybersecurity refers to the combination of technologies, processes, and procedures established to protect information technology systems and data from unauthorized access, attack, or damage. We are subject to cybersecurity risks. Information cybersecurity risks have significantly increased in recent years and, while we have not experienced any material losses relating to cyber-attacks or other information security breaches, we could suffer such losses in the future. Our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could have a security impact. If one or more of such events occur, this potentially could jeopardize confidential and other information, including nonpublic personal information and sensitive business data, processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In the future, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. In addition, we may be subject to litigation and financial losses that are not fully insured.

    Risks Associated with our Common Stock

    Our directors control a substantial number of shares of our common stock, decreasing your influence on stockholder decisions.

    Based on the 5,499,1505,939,598 shares of common stock that were issued and outstanding as of OctoberJuly 31, 2017,2018, our directors owned approximately 51% of our outstanding common stock. As a result, our directors as a group could have a significant influence in delaying, deferring or preventing any potential change in control of our company; they will be able to strongly influence the actions of our board of directors even if they were to cease being directors of our company and can effectively control the outcome of actions brought to our stockholders for approval. Such a high level of ownership may adversely affect the exercise of your voting and other stockholder rights.

    We do not expect to pay dividends in the foreseeable future.

    We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common stock.

    The exercise of all or any number of outstanding stock options or the issuance of other stock-based awards or any issuance of shares to raise funds may dilute your holding of shares of our common stock.

    If the holders of outstanding stock options warrants and deferred share units exercise or settle all of their vested stock options warrants and deferred share units as at OctoberJuly 31, 2017,2018, then we would be required to issue an additional 626,9851,234,022 shares of our common stock, which would represent approximately 11%21% of our issued and outstanding common stock after such issuances. The exercise of any or all outstanding stock options that are exercisable below market price will result in dilution to the interests of other holders of our common stock.

    We may in the future grant to certain or all of our directors, officers, insiders and key employees stock options to purchase the shares of our common stock, bonus shares and other stock based compensation as non-cash incentives to such persons. Subject to applicable stock exchange rules, if any, we may grant these stock options and other stock based compensation at exercise prices equal to or less than market prices, and we may grant them when the market for our securities is depressed. The issuance of any additional shares of common stock or securities convertible into common stock will cause our existing shareholders to experience dilution of their holding of our common stock.

    41


    In addition, shareholders could suffer dilution in their net book value per share depending on the price at which such securities are sold. Such issuance may cause a reduction in the proportionate ownership and voting power of all other shareholders. The dilution may result in a decline in the price of our shares of common stock or a change in the control of our company.

    38


    We may be considered a “penny stock.” Penny stock rules will limit the ability of our stockholders to sell their shares of common stock.

    The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. In addition, since our common stock commenced trading on the NASDAQ Capital Market below the $4.00 minimum bid price per share requirement, our common stock would be considered a penny stock if we fail to satisfy the net tangible assets and revenue tests in Rule 3a51-1 under the Securities Exchange Act of 1934. Our securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.

    In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

    The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements, which may limit a stockholder's ability to buy and/or sell shares of our common stock.

    The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

    Securities analysts may not publish favorable research or reports about our business or may publish no information which could cause our stock price or trading volume to decline.

    The trading market for our common stock will be influenced by the research and reports that industry or financial analysts publish about us and our business. We do not control these analyst reports. As a relatively small public company, we may be slow to attract research coverage and the analysts who publish information about our common stock will have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If any of the analysts who cover us issue an adverse opinion regarding our stock price, our stock price may decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports covering us, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

    42


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

    Recent Sales of Unregistered Securities

    On October 16, 2017, we entered into an agreement to issue 14,000 shares of our common stock in exchange for investor relation services. We issued these shares to one non-US person (as that term is defined in Regulation S of theSecurities Act of 1933, as amended.39


                None.

    Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     Issuer Purchases of Equity Securities 





    Period



    Total number
    of shares
    purchased


    Average price
    paid per share
    (Canadian
    dollars)(1)

    Total number of
    shares purchased
    as part of publicly
    announced plans
    or programs
    Maximum
    number of shares
    that may yet be
    purchased under
    the plans or
    programs
    August 1, 2017 to August 31, 20172,500(2)$3.492,500190,013
    September 1, 2017 to September 30, 20174,800(2)$3.474,800185,213
    October 1, 2017 to October 31, 20171,000(2)$3.251,000184,213
    Total8,300$3.458,300184,213
    Issuer Purchases of Equity Securities





    Period



    Total number
    of shares
    purchased


    Average price
    paid per share
    (Canadian
    dollars)

    Total number of
    shares purchased
    as part of publicly
    announced plans
    or programs
    Maximum
    number of shares
    that may yet be
    purchased under
    the plans or
    programs(1)
    5/1/2018 – 5/31/2018284,278
    6/1/2018 – 6/30/2018284,278
    7/1/2018 – 7/31/2018284,278
    Total284,278

     (1)

    Weighted average price.

    (2)

    Purchased pursuantPursuant to a normal course issuer bid announced on March 27, 2017,2018, which commenced on March 29, 20172018 and expires on March 28, 20182019 to purchase up to 258,613284,278 shares of our common stock.

    On March 27, 2017,2018, we announced our intention to purchase, by way of a normal course issuer bid, for cancellation purposes, up to 258,613284,278 shares of our common stock, representing approximately 10% of our then outstanding public float. We believe that our shares trade in a price range that does not adequately reflect their underlying value based on our business prospects.

    Purchases arewill be made on the open market through the facilities of the TSX, NASDAQ Capital Market or such other stock exchange or quotation system upon which the our shares are then listed or quoted, including other Canadian marketplaces, at market prices prevailing at the time of purchase and may take place over a 12-month period beginning on March 29, 20172018 and endingexpiring on March 28, 2018.2019. We are permitted to make block purchases once per calendar week in accordance with the rules of the TSX. The daily purchase restriction is 1,0001,199 shares, subject to certain prescribed exemptions. All shares purchased by our company under the normal course issuer bid arewill be returned to treasury and cancelled.

    In connection with the normal course issuer bid, we renewed our automatic share purchase plan with National Bank Financial Inc. (“National Bank”), in order to facilitate purchases of our shares. Under the purchase plan, National Bank may purchase shares on our behalf at times when we would ordinarily not be permitted to purchase shares due to internal trading blackout periods, insider trading rules or otherwise. The purchase plan has been approved by the TSX and was implemented as of March 29, 2017.28, 2018. Purchases arewill be made by National Bank on the open market based upon the parameters prescribed by the TSX, applicable laws and the terms and conditions of the purchase plan.

    43


    To our knowledge, none of our directors, senior officers or other insiders (as defined in the TSX Company Manual) intendintends to sell any shares under the normal course issuer bid. However, sales by such persons through the facilities of the TSX may occur if the personal circumstances of any such person change or if any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose shares are purchased would be the same as the benefits available to anyall other holders whose shares are purchased.

    Stockholders may obtain a copy of the notice submitted to the TSX with respect to the normal course issuer bid, without charge, by contacting our Chief Financial Officer.

    40


    Item 3. Defaults Upon Senior Securities.

    None.

    Item 4. Mine Safety Disclosures.

    Not Applicable.

    Item 5. Other Information.

    None.

    Item 6. Exhibits.

    Exhibits required by Item 601 of Regulation S-K

    (3)
    Articles of Incorporation and By-laws
      
      
      
      
      
      
      
      

    44



    (4)

    (4)
    Instruments defining the rights of security holders, including indentures

      

      

      

    41



    (10)
    Material Contracts
      
    (10)

    Material Contracts

      

      

      

      

      

      

      

      
    (14)

    Code of Ethics

      

    Code of Business Conduct and Ethics and Compliance Program (incorporated by reference from our Quarterly Report on Form 10-QSB filed on September 15, 2008).

      
    (21)

    Subsidiaries of CounterPath Corporation

      
     

    CounterPath Technologies Inc. (incorporated in the Province of British Columbia, Canada)

      
     

    BridgePort Networks, Inc. (incorporated in the state of Delaware)

    45



    (31)Section 302 Certifications
      
    (31)

    Section 302 Certifications

    42



    31.1Section 302 Certification of Donovan Jones (filed herewith).
      
    31.2Section 302 Certification of David Karp (filed herewith).
      
    (32)Section 906 Certifications
      
    32.1Section 906 Certification of Donovan Jones (filed herewith).
      
    32.2Section 906 Certification of David Karp (filed herewith).

    4643


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    COUNTERPATH CORPORATION

     

    By:/s/ Donovan Jones
     Donovan Jones
     President, Chief Executive Officer and Director
     (Principal Executive Officer)
      
     Date: DecemberSeptember 13, 20172018
      
      
     /s/ David Karp                                                  
     David Karp
     Chief Financial Officer, Treasurer and Secretary
     (Principal Financial Officer and Principal Accounting Officer)
      
     Date: DecemberSeptember 13, 20172018

    4744