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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Paid Inc (PK) | USOTC:PAYD | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.04 | 2.67% | 1.54 | 1.35 | 1.54 | 1.54 | 1.54 | 1.54 | 200 | 21:00:01 |
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DELAWARE
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73-1479833
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(State
or Other Jurisdiction of Incorporation or
Organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
Large accelerated filer
|
☐
|
Accelerated
Filer
|
☐
|
Non-accelerated
filer
|
☐
|
Smaller reporting company
Emerging
Growth Company
|
☒
☐
|
Title
of each class
|
Trading
Symbol
|
Name of
each exchange on which registered
|
None
|
None
|
None
|
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1
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2
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3
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4
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5-15
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16
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19
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19
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20
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20
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20
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20
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20
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20
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20
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March 31,
2019
(Unaudited)
|
December
31,
2018
|
ASSETS
|
|
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$
645,985
|
$
632,331
|
Accounts
receivable, net
|
147,009
|
87,718
|
Prepaid expenses
and other current assets
|
91,654
|
110,028
|
Total current
assets
|
884,648
|
830,077
|
|
|
|
Property and
equipment, net
|
93,065
|
90,843
|
Other intangible
assets, net
|
4,278,083
|
4,290,773
|
Operating lease
right-of-use assets
|
81,773
|
-
|
Total
assets
|
$
5,337,569
|
$
5,211,693
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$
869,090
|
$
758,365
|
Notes
payable
|
-
|
14,954
|
Finance leases -
current portion
|
9,776
|
8,580
|
Accrued
expenses
|
1,317,860
|
1,268,633
|
Contract
liabilities
|
100,784
|
144,221
|
Operating lease
obligations – current portion
|
15,665
|
-
|
Total current
liabilities
|
2,313,175
|
2,194,753
|
Long term
liabilities:
|
|
|
Finance leases -
net of current portion
|
9,263
|
12,116
|
Operating lease
obligations – net of current portion
|
66,282
|
-
|
Deferred tax
liability, net
|
1,112,332
|
1,088,306
|
Total
liabilities
|
3,501,052
|
3,295,175
|
Commitments and
contingencies
|
|
|
Shareholders'
equity:
|
|
|
Series A Preferred
stock, $0.001 par value, 5,000,000 shares authorized; 3,784,712
shares issued and outstanding at March 31, 2019 and December 31,
2018; liquidation value of $11,843,287 and $11,800,316 at March 31,
2019 and December 31, 2018, respectively
|
3,785
|
3,785
|
Common stock,
$0.001 par value, 25,000,000 shares authorized; 1,648,657 shares
issued and 1,614,817 shares outstanding at March 31, 2019 and
December 31, 2018
|
1,649
|
1,649
|
Additional paid-in
capital
|
68,810,711
|
68,751,871
|
Accumulated other
comprehensive income
|
417,327
|
344,182
|
Accumulated
deficit
|
(67,339,108
)
|
(67,127,122
)
|
Common stock in
treasury, at cost; 33,840 shares at March 31, 2019 and December 31,
2018
|
(57,847
)
|
(57,847
)
|
Total shareholders'
equity
|
1,836,517
|
1,916,518
|
|
|
|
Total liabilities
and shareholders' equity
|
$
5,337,569
|
$
5,211,693
|
|
Three Months
Ended
|
|
|
March 31,
2019
|
March 31,
2018
|
Net
revenues
|
$
2,289,020
|
$
1,997,936
|
Cost of
revenues:
|
|
|
Cost
of revenues
|
1,699,918
|
1,406,847
|
Amortization
of acquired technology
|
-
|
74,622
|
Total
cost of revenues
|
1,699,918
|
1,481,469
|
Gross
profit
|
589,102
|
516,467
|
|
|
|
Operating
expenses:
|
|
|
Salaries and
related
|
328,848
|
203,277
|
General and
administrative
|
291,909
|
333,250
|
Stock-based
compensation
|
58,840
|
356,354
|
Amortization of
other acquired intangible assets
|
120,127
|
139,690
|
Total operating
expenses
|
799,724
|
1,032,571
|
Loss from
operations
|
(210,622
)
|
(516,104
)
|
|
|
|
Other income
(expense):
|
|
|
Interest expense,
net
|
-
|
(964
)
|
Other
income
|
5,550
|
-
|
Unrealized (loss)
gain on stock price guarantee
|
(6,414
)
|
8,498
|
Total other
(expense) income, net
|
(864
)
|
7,534
|
|
|
|
Loss before
provision for income taxes
|
(211,486
)
|
(508,570
)
|
Provision for
income taxes
|
500
|
800
|
Net
loss
|
(211,986
)
|
(509,370
)
|
Preferred share
redemption discount
|
-
|
63,244
|
Preferred
dividends
|
(42,971
)
|
(41,903
)
|
Net loss available
to common shareholders
|
$
(254,957
)
|
$
(488,029
)
|
|
|
|
Net loss per share
– basic and diluted
|
$
(0.16
)
|
$
(0.30
)
|
Weighted average
number of common shares outstanding - basic and
diluted
|
1,614,817
|
1,630,580
|
Condensed
consolidated statements of comprehensive loss
|
|
|
Net
loss
|
$
(211,986
)
|
$
(509,370
)
|
Other comprehensive
income (loss):
|
|
|
Foreign currency
translation adjustments
|
73,145
|
(372,157
)
|
Comprehensive
loss
|
$
(138,841
)
|
$
(881,527
)
|
|
2019
|
2018
|
Cash flows from
operating activities:
|
|
|
Net
loss
|
$
(211,986
)
|
$
(509,370
)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
125,562
|
220,288
|
Amortization
of operating lease right-of-use assets
|
3,748
|
-
|
Share-based
compensation
|
58,840
|
356,354
|
Unrealized
loss (gain) on stock price guarantee
|
6,414
|
(8,498
)
|
Changes in
assets and liabilities:
|
|
|
Accounts
receivable
|
(57,987
)
|
6,772
|
Prepaid
expenses and other current assets
|
20,636
|
(19,260
)
|
Accounts
payable
|
96,122
|
11,894
|
Accrued
expenses
|
40,690
|
(3,188
)
|
Contract
liabilities
|
(46,700
)
|
(9,566
)
|
Operating
lease obligations
|
(3,574
)
|
-
|
Net cash
provided by operating activities
|
31,765
|
45,426
|
|
|
|
Cash flows from
investing activities:
|
|
|
Purchase of
property and equipment
|
(5,424
)
|
(18,756
)
|
Net cash
used in investing activities
|
(5,424
)
|
(18,756
)
|
|
|
|
Cash flows from
financing activities:
|
|
|
Payments on
finance leases
|
(2,121
)
|
(2,024
)
|
Payments on
notes payable
|
(15,346
)
|
(76,565
)
|
Payments on
related party note payable
|
-
|
(29,965
)
|
Net cash
used in financing activities
|
(17,467
)
|
(108,554
)
|
Effect of exchange
rate changes on cash, cash equivalents and funds in
trust
|
4,780
|
(17,747
)
|
|
|
|
Net change in cash,
cash equivalents and funds in trust
|
13,654
|
(99,631
)
|
|
|
|
Cash, cash
equivalents and funds in trust, beginning of period
|
632,331
|
738,690
|
|
|
|
Cash, cash
equivalents and funds in trust, end of period
|
$
645,985
|
$
639,059
|
Reconciliation of
cash, cash equivalents and funds held in trust at end of
period:
|
|
|
Cash
and cash equivalents
|
$
645,985
|
$
449,482
|
Funds
held in trust
|
-
|
189,577
|
Cash, cash
equivalents and funds held in trust at end of period
|
$
645,985
|
$
639,059
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
Cash paid during
the period for:
|
|
|
Income
taxes
|
$
500
|
$
800
|
Interest
|
$
-
|
$
964
|
SUPPLEMENTAL
DISCLOSURES OF NON-CASH ITEMS
|
|
|
Repurchase
of preferred and common stock with note payable
|
$
-
|
$
51,744
|
|
|
|
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
|
Accumulated Other
Comprehensive
|
Accumulated
|
Treasury
Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Shares
|
Amount
|
Total
|
Balance, January 1,
2018
|
3,724,547
|
$
3,725
|
$
1,648,657
|
$
1,649
|
$
68,574,974
|
$
975,877
|
$
(55,845,766
)
|
$
(14,535
)
|
$
(26,529
)
|
$
13,683,930
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of
common and preferred shares
|
(33,899
)
|
(34
)
|
-
|
-
|
(107,184
)
|
-
|
63,244
|
(4,905
)
|
(7,986
)
|
(51,960
)
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation adjustment
|
-
|
-
|
-
|
-
|
-
|
(372,157
)
|
-
|
-
|
-
|
(372,157
)
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
compensation expense
|
-
|
-
|
-
|
-
|
356,354
|
-
|
-
|
-
|
-
|
356,354
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(509,370
)
|
-
|
-
|
(509,370
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31,
2018
|
$
3,690,648
|
$
3,691
|
$
1,648,657
|
$
1,649
|
$
68,824,144 |
$
603,720
|
$
(56,291,892
)
|
$
(19,440
)
|
$
(34,515
)
|
$
13,106,797
|
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid in
|
Accumulated
Other Comprehensive
|
Accumulated
|
Treasury
Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Shares
|
Amount
|
Total
|
Balance,
January 1, 2019
|
$
3,784,712
|
$
3,785
|
$
1,648,657
|
$
1,649
|
$
68,751,871
|
$
344,182
|
$
(67,127,122
)
|
$
(33,840
)
|
$
(57,847
)
|
$
1,916,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
$
73,145
|
-
|
-
|
-
|
73,145
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
compensation expense
|
-
|
-
|
-
|
-
|
58,840
|
-
|
-
|
-
|
-
|
58,840
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(211,986
)
|
-
|
-
|
(211,986
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2019
|
$
3,784,712
|
$
3,785
|
$
1,648,657
|
$
1,649
|
$
68,810,711
|
$
417,327 $
|
$
(67,339,108
)
|
$
(33,840
)
|
$
(57,847
)
|
1,836,517
|
a.
|
Client
services
|
b.
|
Shipping
calculator services
|
c.
|
Brewery
management software
|
d.
|
Shipping
coordination and label generation services
|
|
Three Months
Ended
|
|
|
March 31,
2019
|
March 31,
2018
|
Client
services$
|
$
2,354
|
$
4,188
|
Shipping calculator
services
|
(152,585
)
|
(435,259
)
|
Brewery management
software
|
20,607
|
(229
)
|
Shipping
coordination and label generation services
|
(80,998
)
|
(84,805
)
|
Total loss from
operations
|
$
(210,622
)
|
$
(516,104
)
|
|
March 31,
2019
(unaudited)
|
December
31,
2018
|
Payroll and related
costs
|
$
172,461
|
$
169,691
|
Professional and
consulting fees
|
12,585
|
2,100
|
Royalties
|
51,838
|
51,838
|
Stock price
guarantee
|
890,654
|
884,241
|
Other
|
190,322
|
160,763
|
Total
|
$
1,317,860
|
$
1,268,633
|
|
March 31,
2019
|
December 31,
2018
|
Patents
|
$
16,000
|
$
16,000
|
Software
|
83,750
|
83,750
|
Trade
Name
|
802,368
|
785,038
|
Technology
|
512,428
|
501,360
|
Client list /
relationship
|
4,717,886
|
4,620,599
|
Accumulated
amortization
|
(1,854,349
)
|
(1,715,974
)
|
|
$
4,278,083
|
$
4,290,773
|
|
Three Months
Ended
March 31,
2019
|
Operating lease
cost
|
$
5,653
|
|
|
Finance lease
cost:
|
|
Amortization of
leased assets
|
$
2,583
|
Interest on lease
liabilities
|
501
|
Total finance lease
cost
|
$
3,084
|
|
Three Months
Ended
March 31,
2019
|
Cash paid for
amounts included in leases:
|
|
Operating cash
flows from operating leases
|
$
5,477
|
Operating cash
flows from finance leases
|
$
501
|
Financing cash
flows from finance leases
|
$
2,121
|
|
|
Right-of-use assets
obtained in exchange for lease obligations:
|
|
Operating
leases
|
$
-
|
Finance
leases
|
$
-
|
|
Three Months Ended
March 31, 2019
|
Weighted Average
Remaining Lease Term
|
|
Operating
lease
|
4.4
years
|
Finance
leases
|
2.0
years
|
|
|
Weighted Average
Discount Rate
|
|
Operating
lease
|
9.0%
|
Finance
leases
|
9.8%
|
Years ending
December 31,
|
Total
|
2019 (remaining
months)
|
$
16,759
|
2020
|
22,608
|
2021
|
22,608
|
2022
|
22,608
|
2023
|
15,072
|
Total lease
liabilities
|
$
99,654
|
Less
amount representing interest
|
(17,707
)
|
Total
|
81,947
|
Less
current portion
|
(15,665
)
|
|
$
66,282
|
Year ending
December 31,
|
Total
|
2019 (remaining
months)
|
$
7,835
|
2020
|
10,444
|
2021
|
2,793
|
Total minimum
payments required:
|
21,072
|
Less amount
representing interest:
|
(2,033
)
|
Present value of
net minimum lease payments:
|
19,039
|
Less current
portion
|
(9,776
)
|
|
$
9,263
|
Year Ended December
31,
|
Capital
|
Operating
|
2019
|
$
10,222
|
$
29,779
|
2020
|
10,222
|
38,202
|
2021
|
2,736
|
38,202
|
2022
|
-
|
38,202
|
2023
|
-
|
25,477
|
Total future
minimum lease payments
|
23,180
|
$
169,862
|
Less amount
representing interest
|
(2,484
)
|
|
Present value of
net minimum lease payment
|
20,696
|
|
Less current
portion
|
(8,580
)
|
|
|
$
12,116
|
|
ITEM 2.
|
M
A
NAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
|
Three
months Ended March 31,
|
||
|
2019
|
2018
|
%
Change
|
Client
services
|
$
3,042
|
$
5,383
|
(43)
%
|
Brewery
management software
|
56,069
|
72,063
|
(22)
%
|
Shipping
coordination and label generation services
|
2,195,180
|
1,872,364
|
17
%
|
Shipping
calculator services
|
34,729
|
48,126
|
(28)
%
|
Total
revenues
|
$
2,289,020
|
1,997,936
|
15
%
|
|
2019
|
2018
|
Net
loss
|
$
(211,986
)
|
$
(509,370
)
|
Depreciation and
amortization
|
125,562
|
220,288
|
Amortization of
operating lease right-of-use assets
|
3,748
|
-
|
Share-based
compensation
|
58,840
|
356,354
|
Unrealized loss
(gain) on stock price guarantee
|
6,414
|
(8,498
)
|
Changes in current
assets and liabilities
|
49,187
|
(13,348
)
|
Net cash provided
by operating activities
|
$
31,765
|
45,426
|
|
CEO Certification
required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
CFO Certification
required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
CEO and CFO
Certification required under Section 906 of Sarbanes-Oxley Act of
2002
|
|
|
|
|
101.INS
|
|
XBRL Instance
Document (filed herewith)
|
101.SCH
|
|
XBRL Taxonomy
Extension Schema (filed herewith)
|
101.CAL
|
|
XBRL Taxonomy
Extension Calculation Linkbase (filed herewith)
|
101.DEF
|
|
XBRL Taxonomy
Extension Definition Linkbase (filed herewith)
|
101.LAB
|
|
XBRL Taxonomy
Extension Label Linkba
se (filed
herewith)
|
101.PRE
|
|
XBRL Taxonomy
Extension Presentation Linkbase (filed herewith)
|
|
|
PAID,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Allan
Pratt
|
|
|
|
Allan
Pratt, Chief Executive Officer
|
|
|
By:
|
/s/ W. Austin
Lewis IV
|
|
Date:
May 15, 2019
|
|
W.
Austin Lewis, IV, Chief Financial Officer
|
|
|
CEO Certification
required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
CFO Certification
required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
CEO and CFO
Certification required under Section 906 of Sarbanes-Oxley Act of
2002
|
|
|
|
|
101.INS
|
|
XBRL Instance
Document (filed herewith)
|
101.SCH
|
|
XBRL Taxonomy
Extension Schema (filed herewith)
|
101.CAL
|
|
XBRL Taxonomy
Extension Calculation Linkbase (filed herewith)
|
101.DEF
|
|
XBRL Taxonomy
Extension Definition Linkbase (filed herewith)
|
101.LAB
|
|
XBRL Taxonomy
Extension Label Linkba
se (filed
herewith)
|
101.PRE
|
|
XBRL Taxonomy
Extension Presentation Linkbase (filed herewith)
|
1 Year Paid (PK) Chart |
1 Month Paid (PK) Chart |
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