Forward Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding the Company and its business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates", "could", "may", "should", "will", "would", and similar expressions or variations of such words are intended to identify forward-looking statements in this report. Additionally, statements concerning future matters such as the development of new services, technology enhancements, purchase of equipment, credit arrangements, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

Although forward-looking statements in this Annual Report reflect the good faith judgment of the Company's management, such statements can only be based on facts and factors currently known by the Company. Consequently, forward-looking statements are inherently subject to risks, contingencies and uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in this report. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that its plans, intentions or expectations will be achieved. For a more complete discussion of these risk factors, see Item 1A, "Risk Factors."

For example, the Company's ability to maintain a positive cash flow and to become profitable may be adversely affected as a result of a number of factors that could thwart its efforts. These factors include the Company's inability to successfully implement the Company's business and revenue model, higher costs than anticipated, the Company's inability to sell its products and services to a sufficient number of customers, the introduction of competing products or services by others, the Company's failure to attract sufficient interest in, and traffic to, its sites, the Company's inability to complete development of its products, the failure of the Company's operating systems, and the Company's inability to increase its revenues as rapidly as anticipated. If the Company is not profitable in the future, it will not be able to continue its business operations.

Overview

ShipTime Inc. has developed a SaaS based application, which focuses on the small to medium business segment. This offering allows members to quote, process, generate labels, dispatch and track courier and LTL shipments all from a single interface. The application provides customers with a choice of today's leading couriers and freight carriers all with discounted pricing allowing members to save on every shipment. ShipTime can also be integrated into on-line shopping carts to facilitate sales via e-commerce. We actively sell directly to small businesses and through long standing partnerships with selected associations throughout Canada. Our focus in 2020 will be to significantly grow this portion of our business.

PAID, Inc. (the "Company") has developed AuctionInc, which is a suite of online shipping and tax management tools assisting businesses with e-commerce storefronts, shipping solutions, tax calculation, inventory management, and auction processing. The product does have tools to assist with other aspects of the fulfillment process, but the main purpose of the product is to provide accurate shipping and tax calculations and packaging algorithms that provide customers with the best possible shipping and tax solutions.

BeerRun Software is a brewery management and Alcohol and Tobacco Tax and Trade Bureau tax reporting software. Small craft brewers can utilize the product to manage brewery schedules, inventory, packaging, sales and purchasing. Tax reporting can be processed with a single click and is fully customizable by state or providence. The software is designed to integrate with QuickBooks accounting platforms by using our powerful sync engine. We currently offer two versions of the software BeerRun and BeerRun Light which excludes some of the enhanced features of BeerRun without disrupting the core functionality of the software. Additional features include Brewpad and Kegmaster and can be added on to the base product. Craft brewing is on the rise in the United States and we feel that there is a large potential to grow this portion of our business.




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Critical Accounting Policies

Our significant accounting policies are more fully described in Note 3 to our consolidated financial statements. However, certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management; as a result, they are subject to an inherent degree of uncertainty. In applying these policies, our management makes estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. Those estimates and judgments are based upon our historical experience, the terms of existing contracts, our observance of trends in the industry, information that we obtain from our customers and outside sources, and on various other assumptions that we believe to be reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies include:

Revenue Recognition

The Company generates revenue principally from the sales related to the label generation services, shipping calculator services, brewery management software subscriptions, and client services.

The Company recognizes revenues in accordance with the FASB ASC Topic 606. Accordingly, the Company recognizes revenues when the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

For label generation service revenues the Company recognizes revenue when a customer has successfully prepared a shipping label and had a pickup. The service is offered to consumers via an online registration and allows users to create a shipping label using a credit card on their account. ShipTime, in partnership with the Canadian Federation of Independent Businesses ("CFIB"), offered a cash rebate to its customers. Revenues were recognized net of the cash rebates, which were held in "funds held in trust" account in the accompanying consolidated balance sheets. The cash rebates were available for twelve months for future use. Rebate revenue was recognized when the rebate is used. During 2018, the Company added a new airline mile program to replace the rebate program which expired on December 31, 2019. Customers earned 5% of their base and fuel spend on ShipTime revenue in the form of Aeroplan miles.

For shipping calculator revenues and brewery management software revenues, the Company recognizes subscription revenue on a monthly basis. Shipping calculator customers' renewal dates are based on their date of installation and registration of the shipping calculator line of products. The timing of the revenue recognition and cash collection may vary within a given quarter and the deposits for future services are recorded as contract liabilities on the consolidated balance sheets. Brewery management software subscribers are billed monthly at the first of the month. All payments are made via credit card for the month following.

Foreign Currency

The currencies of ShipTime, the Company's international subsidiary, are in Canadian dollars. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at December 31, 2019. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders' equity in accumulated other comprehensive income.

Long-Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. There can be no assurance, however, that market conditions will not change or demand for the Company's services will continue, which could result in additional impairment of long-lived assets in the future.




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Share- Based Compensation

The Board of Directors has on occasion voted to award stock options or preferred shares to employees or directors. The price at which the option shares may be purchased is based on the fair market value of the shares on the date of the agreement. Each recipient's option agreement may differ; the vesting terms may vary from fully vested immediately to one-third immediately, one-third vesting in 18 months and the final one-third vesting in 36 months from the date of the grant or one-third immediately, one-third vesting on January 1, 2019 and one-third vesting on January 1, 2020. Historically the options granted have had a 10-year term. If the recipient's employment or relationship with the Company is terminated the options recipient may be allowed up to three months to exercise their options. Option compensation is calculated by using the Black-Scholes-Merton option pricing model to estimate the fair value of these share-based awards.

Leases

A right-of-use asset represents a lessee's right to use a leased asset for the term of the lease. Our right-of-use assets generally consist of an operating lease for a building. Right-of-use assets are measured initially at the present value of the lease payments, plus any lease payments made before a lease began and any initial direct costs, such as commissions paid to obtain a lease. Right-of-use assets are subsequently measured at the present value of the remaining lease payments, adjusted for incentives, prepaid or accrued rent, and any initial direct costs not yet expensed.

We have an operating lease for our corporate offices in Canada and finance leases for furniture and equipment. Our leases have remaining lease terms of twelve months to forty-six months, and our primary operating leases include options to extend the leases for four years. Future renewal options that are not likely to be executed as of the balance sheet date are excluded from right-of-use assets and related lease liabilities.

We report operating leased assets, as well as operating lease current and noncurrent obligations on our balance sheets for the right to use the building in our business. Our finance leases represent furniture and office equipment; we report the furniture and equipment, as well as finance lease current and noncurrent obligations on our balance sheet.

Generally, interest rates are stated in our leases for equipment. When no interest rate is stated in a lease, however, we review the interest rates implicit in our recent finance leases to estimate our incremental borrowing rate. We determine the rate implicit in a lease by using the most recent finance lease rate, or other method we think most closely represents our incremental borrowing rate.

Results of Operations

Comparison of the years ended December 31, 2019 and 2018

The following discussion compares the Company's results of operations for the year ended December 31, 2019 with those for the year ended December 31, 2018. The Company's consolidated financial statements and notes thereto included elsewhere in this Annual Report contain detailed information that should be referred to in conjunction with the following discussion.




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Revenues

The following table compares total revenue for the periods indicated.




                                                    Years ended December 31,


                                                    2019          2018         % Change

Client services                                      $19,395       $16,079      21%
Shipping calculator services                         148,035       176,159      (16)%
Brewery management software                          193,150       273,294      (29)%
Merchant services                                    2,011         -            100%

Shipping coordination and label generation services 10,185,704 8,787,918 16% Total revenues

$10,548,295   $9,253,450   14%



Revenues increased 14% in 2019 primarily from the continued growth of the shipping coordination and label generation services.

Client services revenues increased $3,316 or 21% to $19,395 compared to $16,079 in 2018. The increase was attributable to depleting inventory of our movie posters available for auction.

Shipping calculator service revenues decreased $28,124 or 16% to $148,035 compared to $176,159 in 2018. The decrease was attributed to transition of the AuctionInc products. The Company is preparing to launch a new platform and has discontinued selling to new clients.

Brewery management software revenues decreased $80,144 or 29% to $193,150 in 2019 compared to $273,294 in 2018. The decrease is attributable to the additional competition in the brewery management software industry.

Shipping coordination and label generation service revenues increased $1,397,786 or 16% to $10,185,704 in 2019 compared to $8,787,918 in 2018. The increase is attributable to the increased marketing, new corporate partnerships and brand recognition for this segment of our business.

Gross Profit

Gross profit increased $555,474 or 25% to $2,746,741 in 2019 compared to $2,191,267 in 2018. Gross margin increased 2 percentage points to 26% in 2019 from 24% in 2018. The increase in gross margin was partially due to the adjustments in pricing for several of our shipping coordination and label generation customers.

Operating Expenses

Total operating expenses in 2019 were $3,458,774 compared to $13,846,660 in 2018, a decrease of $10,387,886 or 75%. The decrease is mainly due to the goodwill impairment of $10,354,172 recorded in the fourth quarter of 2018.

Other Income/Expense, net

Net other income in 2019 was $991,840 compared to $60,571 in the same period of 2018, a change of $931,269. This is primarily attributable to the gain recorded on the elimination of the stock price guarantee in 2019.

Net Income (Loss)

The Company reported net income in 2019 of $282,011 compared to a net loss of $11,531,526 for the same period in 2018. The income for 2019 represent $0.06 while the net loss represents $(7.06) per common share, respectively.

Inflation

The Company believes that inflation has not had a material effect on its results of operations.




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Operating Cash Flows

A summarized reconciliation of the Company's net loss to cash provided by operating activities for the years ended December 31, 2019 and 2018 is as follows:




                                                    2019       2018

Net income (loss)                                    $282,011   $(11,531,526)
Loss on impairment of goodwill                       -          10,354,172
Depreciation and amortization                        490,250    836,292

Amortization of operating lease right of use assets 22,850 - Share-based compensation

                             407,974    599,799
Other income from stock price guarantee              (880,553)  -
Deferred income taxes                                (73,208)   (84,075)
Loss on disposal of property and equipment           -          1,930
Unrealized loss on stock price guarantee             (3,688)    3,527
Changes in current assets and liabilities            (230,103)  137,100
Net cash provided by operating activities            $15,533    $317,219

Working Capital and Liquidity

The Company had cash and cash equivalents of $475,881 at December 31, 2019 compared to $632,331 at December 31, 2018. The Company had negative working capital of $397,891 at December 31, 2019, an improvement of $966,785 compared to a negative working capital of $1,364,676 at December 31, 2018. The improvement in negative working capital is primarily attributed to the write off of the accrued expense in connection with the stock price guarantee.

The Company may need an infusion of additional capital to fund anticipated operating costs over the next 12 months. Management believes that the Company may have adequate cash resources to fund operations during the next 12 months. In addition, management continues to explore opportunities and has organized additional resources to monetize its patents. However, there can be no assurance that anticipated growth in new business will occur, and that the Company will be successful in launching new products and services. Management continues to seek alternative sources of capital to support operations.

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