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.





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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 2023 will be to continue to 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.

PaidPayments provides commerce solutions to small - and medium-sized businesses by enabling them to sell their goods and services, accept payment, and create repeat sales though an online payment processing solution. The Company has operated as a Payment Facilitator since 2019, which enables our merchants to get the benefit of instant boarding and discounted rates. Our platform provides all aspects required for payment processing, including merchant boarding, underwriting, fraud monitoring, settlement, funding to the sub-merchant, and monthly reporting and statements. The Company controls all of these necessary aspects in the payment process and is then able to supply a one-step boarding process for our partners and value-added resellers. This capability also provides cost advantages, rapid response to market needs, simplified processes for boarding business and a seamless interface for our merchant customers.





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, merchant processing services, 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 (all customers must have a valid credit card on file to process shipments on the ShipTime platform).





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For shipping calculator revenues and brewery management software and other subscription-based 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.

For payment processing services, the Company recognizes revenue based on daily transactions by our partners and merchants. Customers process credit card payments for sales and remit fees based on the number of transactions and percent of the processed amounts. The merchant bank deposits the funds to the customer net of fees. The remainder of the fees withheld is disbursed to the Company on a daily basis, net of interchange and other transactional charges.





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, 2022. 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.





Share- Based Compensation


The Board of Directors has on occasion voted to award stock options or common shares/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. 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, which expired in June 2021. Our leases have remaining lease terms of seven months to eight 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.





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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, 2022 and 2021

The following discussion compares the Company's results of operations for the year ended December 31, 2022 with those for the year ended December 31, 2021. 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.





Revenues


The following table compares total revenue for the periods indicated.



                                                       Years ended December 31,
                                                2022             2021           % Change
Client services                             $        806     $      3,141               (74 )%
Shipping calculator services                       7,964           22,872               (65 )%
Brewery management software                       38,575           59,075               (35 )%
Merchant processing services                      40,153           54,003               (26 )%
Shipping coordination and label
generation services                           16,498,431       14,750,625                12 %
Total revenues                              $ 16,585,929     $ 14,889,716                11 %



Revenues increased $1,696,213 or 11% in 2022 from the continued growth of the shipping coordination and label generation services.

Client services revenues decreased $2,335 or 74% to $806 compared to $3,141 in 2021. The decrease was attributable to depletion of our movie poster inventory available for auction.

Shipping calculator services revenues decreased $14,908 or 65% to $7,964 compared to $22,872 in 2021. The decrease was attributed to the retirement of the shipping calculator platform. The Company has launched a new platform where the new clients will be migrated to.

Brewery management software revenues decreased $20,500 or 35% to $38,575 in 2022 compared to $59,075 in 2021. The decrease is attributable to the limited marketing to new clients and churn of existing clients.

Merchant processing services had difficulties with the launch and had declined 26% from $54,003 to $40,153 in 2022. The Company has partnered with a secondary merchant processor and is relaunching the program. Merchant processing services will be offered in combination with other Paid products.

Shipping coordination and label generation services revenues increased $1,747,806 or 12% to $16,498,431 in 2022 compared to $14,750,625 in 2021. The increase is attributable to the increase in marketing efforts offset by the impact of the increase in the cost of fuel as it significantly impacts the shipping industry.





Gross Profit


Gross profit increased $235,500 or 7% to $3,688,981 in 2022 compared to $3,453,481 in 2021. Gross margin decreased one percentage point to 22% in 2022 from 23% in 2021. The decrease in gross margin was partially due to the decrease in pricing to remain competitive in the shipping coordination and label generation industry.





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Operating Expenses


Total operating expenses in 2022 were $3,629,988 compared to $3,943,984 in 2021, a decrease of $313,996 or 8%. The decrease is mainly due to the decrease in share-based compensation for 2022 compared to 2021.





Other Income/Expense, net


Net other income in 2022 was $136,662 compared to $0 in 2021. The 2022 amount is made up of a gain on the rite-off of stale accounts payable in addition to the $104,167 accretion of the discount on the Embolx, Inc. note receivable.

(Benefit) Provision for Income Taxes

Total income tax (benefit) provision for 2022 was $(456,491) compared to $206,257 in 2021. The change of $662,748 is a result of the net effect of the adjustment for 2017 to 2022 transfer price adjustments and the reserve for long term tax liabilities.





Net Income (Loss)


The Company reported a net income in 2022 of $652,146 compared to a net loss of $(696,760) for the same period in 2021. The basic income per common share in 2022 is $0.08 while the basic net loss per common share in 2021 is $(0.09).





Inflation


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





Cash Flows


A summarized reconciliation of the Company's cash flows for the years ended December 31, 2022 and 2021 is as follows:





                                                           2022            2021
Net income (loss)                                      $    652,146     $  (696,760 )
Provision for bad debts                                      36,845               -
Depreciation and amortization                               325,940         511,698
Accretion of discount on note receivable                   (104,167 )             -

Amortization of operating lease right-of-use assets 35,337 33,447 Deferred income taxes

                                       (77,128 )      (131,204 )
Share-based compensation                                    172,488         603,533
Write-off of other payables                                 (32,495 )             -
Changes in current assets and liabilities                  (207,554 )       882,640
Net cash provided by operating activities              $    801,412     $ 1,203,354
Net cash used in investing activities                  $ (1,500,000 )   $    (1,120 )
Net cash used in financing activities                  $    (87,493 )   $    (2,907 )

Effect of exchange rate on cash and cash equivalents $ (266,358 ) $ (3,850 ) Net change in cash and cash equivalents

$ (1,052,439 )   $ 1,195,477

Working Capital and Liquidity

The Company had cash and cash equivalents of $1,787,248 on December 31, 2022 compared to $2,839,687 on December 31, 2021. The Company had working capital of $1,635,370 as of December 31, 2022 compared to $495,446 as of December 31, 2021, an improvement of $1,139,924. The improvement in working capital is primarily attributed to the transfer price adjustments and the effect of the decrease in income taxes payable and the cash on hand at year end.

Management believes that the Company has adequate cash resources to fund operations during the next 12 months. In addition, management continues to explore opportunities and partnerships to grow the Paid platform of services. 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 the growth of future operations.

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