SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2021

COMMISSION FILE NUMBER 0-28720

(Exact Name of Registrant as Specified in its Charter)



DELAWARE	73-1479833
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

~~200 Friberg Parkway, Westborough,~~225 Cedar Hill Street, Marlborough, Massachusetts ~~01581~~01752

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☐☑	Smaller reporting company	☒
~~(Do not check if a smaller reporting company)~~	☑	Emerging Growth Company	☐

~~TABLE~~TABLE OF CONTENTS

PART I – ~~FINANCIAL~~FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED B~~ALANCE~~BALANCE SHEETS

September 30,

2017

(Unaudited)

December 31,

2016

(Audited)

See accompanying notes to condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENTS OF O~~PERATIONS~~OPERATIONS AND COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

Three Months Ended

Nine Months Ended

September 30,
2017

September 30,
2016

September 30,
2017

September 30,
2016

Revenues, net
$1,949,815
$127,246
$5,465,807
$391,009
Cost of revenues
  1,397,048
  6,023
  3,890,505
  18,231
Gross profit
  552,767
  121,223
  1,575,302
  372,778





Operating expenses
  779,158
  217,845
  2,147,662
  779,174
Loss from operations
  (226,391)
  (96,622)
  (572,360)
  (406,396)





Other income (expense):




Interest expense
  (8,554)
  (229)
  (12,171)
  (679)
Other income, net
  555
  4,345
  7,759
  62,333
Unrealized gain (loss) on stock price guarantee
  (3,329)
  (12,812)
  (16,036)
  28,541
Total other income (expense), net
  (11,328)
  (8,696)
  (20,448)
  90,195





Loss before provision for income taxes
  (237,719)
  (105,318)
  (592,808)
  (316,201)
Provision for income taxes
  -
  -
  1,494
  807
Net loss
  (237,719)
  (105,318)
  (594,302)
  (317,008)
Preferred share redemption discount
  89,327
  -
  89,327

  -
Preferred dividends
  (5,989)
  -

  (18,898)
  -





Net loss available to common stockholders
$(154,381)
$(105,318)
$(523,873)
$(317,008)





Net loss per share – basic and diluted
$(0.09)
$(0.10)
$(0.32)
$(0.30)
Weighted average number of common shares outstanding - basic and diluted
  1,644,045

  1,098,960
  1,647,304

  1,055,270

	Three Months Ended
	March 31, 2021	March 31, 2020
Revenues, net	$3,512,773	$2,675,322
Cost of revenues	2,633,758	2,024,176
Gross profit	879,015	651,146

Operating expenses:
Salaries and related	430,175	399,182
General and administrative	243,165	270,952
Share-based compensation	263,613	(20,789)
Amortization of other intangible assets	121,395	114,543
Total operating expenses	1,058,348	763,888
Loss from operations	(179,333)	(112,742)
Provision for income taxes	400	500
Net loss	(179,733)	(113,242)
Preferred dividends	-	(28,532)
Net loss available to common shareholders	$(179,733)	$(141,774)

Net loss per share – basic and diluted	$(0.03)	$(0.04)
Weighted average number of common shares outstanding – basic and diluted	6,455,164	3,247,248
Condensed consolidated statements of comprehensive loss
Net loss	$(179,733)	$(113,242)
Other comprehensive loss:
Foreign currency translation adjustments	40,512	(235,181)
Comprehensive loss	$(139,221)	$(348,423)

Condensed consolidated statements of comprehensive loss
��








Net loss
$(237,719)
$(105,318)
$(594,302)
$(317,008)
Other comprehensive income (loss):




Foreign currency translation adjustments
  535,599

  -
  1,022,771
  -
Comprehensive income (loss)
$297,880

$(105,318)
$428,469
$(317,008)

See accompanying notes to condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENTS OF C~~ASH~~CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31,

See accompanying notes to condensed consolidated financial statements

PAID, INC.

~~PAID, INC.~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

(Unaudited)

	Common Stock		Accrued Common	Additional Paid-in	Accumulated Other Comprehensive	Accumulated	Treasury Stock
	Shares	Amount	Bonus	Capital	Income	Deficit	Shares	Amount	Total
Balance, January 1, 2021	6,489,004	$6,489	$2,005,500	70,083,486	$570,761	$(69,625,790)	(33,840)	$(57,847)	$2,982,599
Foreign currency translation adjustment	-	-	-	-	40,512	-	-	-	40,512
Share-based compensation expense	-	-	-	24,863	-	-	-	-	24,863
Issuance of common stock for accrued bonus and compensation	1,300,000	1,300	(2,005,500)	2,242,950	-	-	-	-	238,750
Net loss	-	-	-	-	-	(179,733)	-	-	(179,733)
Balance, March 31, 2021	7,789,004	$7,789	$-	72,351,299	$611,273	$(69,805,523)	(33,840)	$(57,847)	$3,106,991

	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, 2020	4,438,578	$4,439	1,648,657	$1,649	$69,242,412	$512,894	$(67,008,347)	(33,840)	(57,847)	$2,695,200
Foreign currency translation adjustment	-	-	-	-	-	(235,181)	-	-	-	(235,181)
Share-based compensation expense	-	-	-	-	(20,789)	-	-	-	-	(20,789)
Preferred dividends paid in shares	126,727	127	-	-	358,511	-	(358,638)	-	-	-
Exchange of Preferred to Common	(4,125,500)	(4,126)	4,126,422	4,126	-	-	-	-	-	-
Preferred dividends paid	-	-	-	-	-	-	(26,252)	-	-	(26,252)
Net loss	-	-	-	-	-	-	(113,242)	-	-	(113,242)
Balance, March 31, 2020	439,805	$440	5,775,079	$5,775	$69,580,134	$277,713	$(67,506,479)	(33,840)	$(57,847)	$2,299,736

See accompanying notes to condensed consolidated financial statements

-4-

NTable of Contents~~OTES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September 30, 2017~~March 31, 2021

Note 1. Organization and Significant Accounting Policies

PAID, Inc. (“PAID”, the “Company”, “we”, “us”, or “our”) 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 has 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 (“BeerRun”) 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 province. 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 ~~North America~~the United States, and we feel that there is a large potential to grow this portion of our business.

SpiritRun is a product of BeerRun and is designed specifically for distilleries. This product was recently enhanced, and we feel that with additional marketing and visibility in the distillery industry, SpiritRun has the right core resources to be a valuable tool in distilleries around the United States.

ShipTime Canada Inc. (“ShipTime”) has developed a ~~SaaS based~~SaaS-based application, which focuses on the small and medium business segments. 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 ~~ecommerce.~~e-commerce. We actively sell directly to small and medium businesses and through long standing partnerships with selected associations throughout Canada.

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.

General Presentation and Basis of Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and towith the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020 that was filed on March 31, ~~2017.~~2021.

In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as its audited consolidated financial statements, and these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year ~~2017.~~2021.

~~On November 9, 2016,~~Liquidity and Management’s Plans

For the ~~Company’s board~~three months ended March 31, 2021, the Company reported cash and cash equivalents of ~~directors agreed to effectuate a reverse split immediately followed by a forward split.~~$2,026,002 and cash flows from operations of $361,714 and net working capital of $430,246. The ~~process was completed with FINRA on January 23, 2017. As a result~~Company has reported an operating loss of $179,333 for the ~~split, every ten shares~~period ended March 31, 2021 and has an accumulated deficit of common stock outstanding prior to the reverse split were consolidated into one share, reducing the number of common shares outstanding on the effective date from 10,989,608 to 1,098,960. All share and per share information in this Form 10-Q has been retroactively adjusted to reflect the reverse stock split.$69,805,523 at March 31, 2021.

~~Going Concern and Management's Plan~~

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has continued to incur losses, although it has taken significant steps to reduce them. For the nine months ended September 30, 2017, the Company reported a net loss of $594,302. The Company has an accumulated deficit of $55,911,801 and has a working capital deficit of $(1,343,259) as of September 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management ~~feels~~believes that the growth of the PAID platform of services in addition to the continued profitability of ShipTime’s services will return a valuable impact on the Company’s ~~growth~~success in the ~~near~~ future. The ongoing positive cash ~~flow~~flows from operations is a significant indicator of our successful transition to the new shipping and eCommerce services. In addition to the existing services provided, ShipTime will launch products in the United States that are complementary to the current ~~offering~~offerings. The Company also continues to seek alternate sources of ~~AuctionInc, BeerRun and SpiritRun. Combined, the Company believes that all segments of the operations will benefit from ShipTime.~~capital to support future operations.

Although there can be no assurances, the Company believes that the above management ~~plan~~plans will be sufficient to meet the Company's working capital requirements through the end of ~~2017~~May 2022 and will have a positive impact on the Company for ~~2017 and future years.~~the foreseeable future.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of PAID, Inc. and its wholly owned subsidiaries, PAID Run, LLC and ShipTime Canada, Inc. All intercompany accounts and transactions have been eliminated.

The ~~currencies~~currency of ShipTime, the Company’s international subsidiary, ~~are~~is in Canadian dollars. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at ~~September 30, 2017.~~March 31, 2021 and December 31, 2020. 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 separate component of shareholders’ equity in accumulated other comprehensive ~~income (loss).~~income.

~~During~~Geographic Concentrations

The Company conducts business in the ~~quarter ended September 30, 2017, management of~~U.S. and Canada. For customers headquartered in their respective countries, the Company ~~determined that the intangible assets, goodwill~~derived approximately 99% of its revenues from Canada and ~~deferred tax liability generated~~1% from the ~~ShipTime acquisition were not properly translated into~~ U.S. dollars as of March 31, 2017 and June 30, 2017. As the translation error did not have an impact on the condensed consolidated statements of operations, including no impact on revenues, net loss, net loss available to common stockholders or net loss per share, management of the Company concluded that it was not considered material to the condensed consolidated financial statements as of and for the periods ended March 31, 2017 and June 30, 2017. The net impact would have been an increase in total assets, total liabilities and shareholders’ equity of $127,042, $10,270, and $116,772, respectively, as of March 31, 2017 and $540,351, $44,184, and $496,167, respectively, as of June 30, 2017. In addition, the net impact on the foreign currency translation adjustment forduring the three months ended March 31, ~~2017 was $116,772~~2021 compared to 95% from Canada and 5% from the ~~six~~U.S. during the three months ended ~~June 30, 2017 was $496,167. The condensed consolidated statements~~March 31, 2020.

At March 31, 2021, the Company maintained 100% of ~~comprehensive income (loss) will be recast~~its property and equipment net of accumulated depreciation in Canada.

A right-of-use asset represents a lessee’s right to ~~effect~~use a leased asset for the ~~above changes in future filings.~~
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.

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. No impairment charges were ~~incurred~~recognized during the ~~nine~~three months ended ~~September 30, 2017 and 2016.~~March 31, 2021. 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 impairment of long-lived assets in the future.

The Company generates revenue principally from fees for coordinating shipping services, sales of shipping calculator subscriptions, brewery management software subscriptions, merchant processing services and client services.

~~The Company recognizes~~

Nature of Goods and Services

For label generation service revenues, ~~in accordance with the FASB ASC Topic 605. Accordingly,~~ the Company recognizes ~~revenues~~revenue when ~~there is persuasive evidence that an arrangement exists, product delivery~~a customer has successfully prepared a shipping label and ~~acceptance have occurred,~~scheduled a pickup. Customers with pickups after the ~~sales price is fixed or determinable, and collectability~~end of the ~~resulting receivable~~reporting period are recorded as contract liabilities on the condensed consolidated balance sheets. The service is ~~reasonably assured.~~

~~ShipTime recognizes revenues primarily from fees for shipping coordination services. Customers use~~offered to consumers via an online ~~tool~~registration and allows users to ~~calculate shipping and generate~~create a shipping ~~label. The majority of the transactions are paid via~~label using a credit card ~~when~~on their account (all customers must have a valid credit card on file to process shipments on the ~~label is generated. Revenues are recognized when the customer completes the online transaction.~~ShipTime platform).

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 ~~payments~~timing of the revenue recognition and cash collection may vary within a given quarter and the deposits for ~~shipping calculator~~future services are recorded as contract liabilities on the condensed 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 preceding~~following month.

Merchant processing revenue consists of fees a seller pays us to process their payment transactions and is recognized upon authorization of a transaction. Revenue is recognized net of estimated refunds, which are reversals of transactions initiated by sellers. We act as the ~~service~~merchant of record for our sellers, which puts us in their shoes with respect to card networks and puts the risk for refunds and chargebacks on us. The gross transaction fees collected from sellers is recognized as revenue as we are the primary obligor to the seller and are ~~recorded as deferred revenues until~~responsible for processing the payment, have latitude in establishing pricing with respect to the sellers and other terms of service, have sole discretion in selecting the third party to perform the settlement, and assume the credit risk for the transaction processed.

Revenue Disaggregation

The Company operates in five reportable segments (see below).

Performance Obligations

At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when the performance obligation has been ~~provided. Brewery~~met, which is when the customer has successfully prepared a shipping label and scheduled a pickup for shipping coordination and label generation services. The Company considers control to have transferred at that time because the Company has a present right to payment at that time, the Company has provided the shipping label, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from the shipping label.

For arrangements under which the Company provides a subscription for shipping calculator services and brewery management software, ~~subscribers~~the Company satisfies its performance obligations over the life of the subscription, typically twelve months or less.

Customers of PaidPayments receive a merchant identification number which allows them to process credit card transactions. Once the transaction is approved, the funds are ~~billed on~~disbursed in an overnight feed and the Company has met its performance obligation.

The Company has no shipping and handling activities related to contracts with customers.

Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to government authorities.

Significant Payment Terms

Pursuant to the Company’s contracts with its customers, amounts are collected up front primarily through credit/debit card transactions. Accordingly, the Company determined that its contracts with customers do not include extended payment terms or a ~~calendar month~~significant financing component.

Variable Consideration

In some cases, the nature of the Company’s contracts may give rise to variable consideration, including rebates and cancellations or other similar items that generally decrease the transaction price.

Variable consideration is estimated at the ~~first~~most likely amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the ~~month with payments processed via credit card for the month following.~~anticipated performance and all information (historical, current and forecasted) that is reasonably available.

~~Client~~Revenues are recorded net of variable consideration, such as rebates, refunds, and cancellations.

The Company’s products and services ~~revenues include web development~~are provided on an “as is” basis and ~~design, creative services, marketing services~~no warranties are included in the contracts with customers. Also, the Company does not offer separately priced extended warranty or product maintenance contracts.

Typically, the Company has already collected revenue from the customer at the time it has satisfied its performance obligation. Accordingly, the Company has only a small balance of accounts receivable, totaling $244,393 and ~~general business consulting services. For contracts that are~~$171,785 as of ~~a short duration~~March 31, 2021 and ~~fixed price,~~December 31, 2020, respectively. Generally, the Company does not have material amounts of contract assets since revenue is recognized as control of goods is transferred or as services are performed.

Contract Liabilities (Deferred Revenue)

Contract liabilities are recorded when ~~there~~cash payments are ~~no significant obligations and upon acceptance by the customer~~received in advance of the ~~completed project. Services that are performed on a time~~Company’s performance (including rebates). Contract liabilities were $10,258 and ~~material basis are~~$9,046 at March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company recognized asrevenues of $9,046, related to contract liabilities outstanding at the ~~related services are performed.~~beginning of the year.

Earnings (Loss) Per Common Share

Basic earnings (loss) per share represent income (loss) available to common ~~stockholders~~shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock options and have been excluded from the computation of diluted earnings (loss) per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect.

For the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016 and the nine months ended September 30, 2017 and 2016,~~2020, there were approximately ~~61,000~~36,000 and ~~32,000 and 67,000 and 34,000,~~48,000, respectively, of potentially dilutive shares ~~that were~~ excluded from the diluted ~~earnings (loss)~~loss per share calculation, as their effect would ~~have been antidilutive for the periods then ended.~~
be anti-dilutive.

The Company computes its ~~loss~~income (loss) applicable to common ~~stockholders~~shareholders by adding/subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, and any deemed dividends or discounts on redeemed preferred stock from its reported net ~~loss~~income (loss) and reports the same on the face of the condensed consolidated statements of ~~operations.~~operations and comprehensive loss.

The Company reports information about segments of its business in its annual consolidated financial statements and reports selected segment information in its quarterly reports issued to shareholders. The Company also reports on its entity-wide disclosures about the products and services it provides and reports revenues and its major customers. The Company’s ~~four~~five reportable segments are managed separately based on fundamental differences in their operations. At ~~September 30, 2017,~~March 31, 2021, the Company operated in the following ~~four~~five reportable segments:

Client ~~services~~services;

Shipping calculator ~~services~~services;

Brewery management ~~software~~software;

Merchant processing services;

Shipping coordination and label generation ~~services~~services; and

~~-6-~~

Corporate operations

The Company evaluates performance and allocates resources based upon operating income. The accounting policies of the reportable segments are the same as those described in this summary of significant accounting policies. The Company’s chief operating decision ~~makers are~~maker is the Chief Executive ~~Officer and~~ Officer/Chief Financial Officer.

The following table compares total revenue for the periods indicated.

	Three Months Ended		Nine Months Ended		Three Months Ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016	March 31, 2021	March 31, 2020
Client services$	3,639	$2,275	$20,192	$12,937
Client services					$1,283	$99
Shipping calculator services	46,990	46,141	153,023	135,862	5,863	8,322
Brewery management software	78,211	78,830	235,026	242,210	19,200	37,106
Merchant processing services					12,525	92,910
Shipping coordination and label generation services	1,820,975	-	5,057,566	-	3,473,902	2,536,885
Total revenues	$1,949,815	$127,246	$5,465,807	$391,009	$3,512,773	$2,675,322

The following table compares total loss from operations for the periods indicated.

	Three Months Ended		Nine Months Ended		Three Months Ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016	March 31, 2021	March 31, 2020
Client services$	2,898	$3,404	$15,499	$11,971
Client services					$969	$99
Shipping calculator services	(356,028)	(110,655)	(855,778)	(442,629)	2,011	4,751
Brewery management software	14,462	10,629	27,028	24,262	11,632	(4,882)
Merchant processing services					4,622	36,496
Shipping coordination and label generation services	112,227	-	240,891	-	(81,827)	(45,798)
Corporate operations					(116,740)	(103,408)
Total loss from operations	$(226,391)	$(96,622)	$(572,360)	$(406,396)	$(179,333)	$(112,742)

The Company has evaluated subsequent events through the filing date of this Form 10-Q, and has determined that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto, other than as disclosed herein.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases, which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect ASU 2016-02 to have a material effect on the Company’s results of operations and cash flows.

~~In January 2016,~~2019, the FASB issued ASU ~~2016-01, Financial Instruments: Recognition~~No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” to identify, evaluate, and ~~Measurement~~improve areas of ~~Financial Assets~~GAAP for which costs and ~~Financial Liabilities, which addresses certain aspects~~complexity can be reduced while maintaining or improving the usefulness of ~~recognition, measurement, presentation and disclosure~~the information provided to users of financial statements. ~~This guidance will be effective~~The amendments for ASU No. 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in ~~the first quarter~~Topic 740. The amendments also improve consistent application of ~~fiscal year 2019~~ and ~~early adoption is not permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.~~

~~In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This updated guidance supersedes the current revenue recognition guidance, including industry-specific~~simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict 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. The updated guidance is effective for interim and annual periods beginning after December 15, 2016, and earlyCompany’s adoption ~~is not permitted. In July 2015, the FASB decided to delay the effective date~~ of ASU 2014-09 until December 15, 2017. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Company is currently evaluating which transition method it will adopt and the expected impact of the updated guidance, but does not believe the adoption of the updated guidance will have a significantNo. 2019-12 in January 2021 had no impact on its consolidated financial ~~statements.~~position, results of operations, cash flows or disclosures.

~~In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business~~. The amendments in this updated guidance clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The guidance in this update is effective for fiscal years beginning after December 15, 2017, and interim periods within those years.

In January 2017, the FASB also issued ASU 2017-04, Intangibles - Goodwill and other (Topic 350): Simplifying the test for goodwill impairment. The amendments in this Update remove the second step of the current goodwill impairment test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This guidance is effective for impairment tests in fiscal years beginning after December 15, 2019.

Note 2. Accrued Expenses

Accrued expenses are comprised of the following:

September 30,

2017

(unaudited)

December 31,

2016

(audited)

March 31, 2021

(unaudited)

Note 3. ~~Acquisitions and~~ Intangible Assets

The Company holds several patents for the real-time calculation of shipping costs for items purchased through online auctions using a zip code as a destination location indicator. It includes shipping charge calculations across multiple carriers and accounts for additional characteristics of the item being shipped, such as weight, special packaging or handling, and insurance costs. These patents help facilitate rapid and accurate estimation of shipping costs across multiple shipping carriers and also include real-time calculation of shipping.

~~On October 7, 2015,~~In addition, the Company through a newly formed limited liability company named PAID Run, LLC, entered into an asset purchase agreement to purchase assets related to BeerRun Software and SpiritRun Software and related intellectual property. The purchase price and additional development for these assets was $297,500, which include all of the client lists, along with all rights, benefits and privileges associated with the software and intellectual property, associated contracts, and books and records.

~~On December 30, 2016, the Company completed a merger with ShipTime Inc. and its subsidiary to acquire assets related to the technology, client base and~~has various other ~~intellectual property. The Company engaged an outside independent third party valuation firm to assist in establishing a value for the ShipTime Inc.~~intangibles from past business combinations.

At ~~September 30, 2017 and December~~March 31, ~~2016,~~2021, intangible assets consisted of the following:

September 30,
2017

December 31,
2016

Patents
$16,000
$16,000
Software
  83,750
  83,750
Trade Name
  797,000
  797,000
Technology
  509,000
  509,000
Client list / relationship
  4,687,750
  4,687,750
Accumulated amortization
  (745,936)
  (136,729)

  5,347,564

  5,956,771

Effect of exchange rate changes
  389,132
  -

$5,736,696

$5,956,771

	Patents	Trade Name	Technology & Software	Customer Relationships	Total
Gross carrying amount	$16,000	$851,610	$627,626	$4,994,308	$6,489,544
Accumulated amortization	(16,000)	(720,904)	(627,626)	(1,562,693)	(2,927,223)
	$-	$130,706	$-	$3,431,615	$3,562,321

At December 31, 2020, intangible assets consisted of the following:

	Patents	Trade Name	Technology & Software	Customer Relationships	Total
Gross carrying amount	$16,000	$839,816	$620,094	$4,928,102	$6,404,012
Accumulated amortization	(16,000)	(668,929)	(620,094)	(1,465,569)	(2,770,592)
	$-	$170,887	$-	$3,462,533	$3,633,420

Amortization expense of intangible assets for ~~all subsidiaries for~~ the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021 and ~~2016~~2020 was ~~$609,206~~$121,395 and ~~$75,081,~~$114,543, respectively.

Of the total estimated purchase price, $9,989,685 was allocated to goodwill and is attributable to expected synergies between the combined companies, including the ability for the combined companies to estimate and process shipping calculations and support eCommerce shopping cart platforms in addition to the acquired workforce. Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the underlying net tangible and intangible assets acquired. In the event the Company determines that the value of goodwill has become impaired, it will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. None of the goodwill is expected to be deductible for income tax purposes.

~~For the nine months ended September 30, 2017, goodwill activity was as follows:~~

	~~For the Nine Months~~ ~~Ended September 30,~~
	~~2017~~
~~Beginning Balance~~	$~~9,989,685~~
~~Effect of exchange rate changes~~	~~741,021~~
~~Ending Balance~~	$~~10,730,706~~

~~Pro Forma Financial Information~~

The following table presents the Company’s unaudited pro forma results (including ShipTime) for the three and nine month periods ended September 30, 2016 as though the companies had been combined as of the beginning of the periods presented.

The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each period presented, nor is it indicative of results of operations which may occur in the future. The unaudited pro forma results presented include amortization charges for intangible assets and eliminations of intercompany transactions.

For the Three Months
Ended September 30,
2016

For the Nine Months
Ended September 30,
2016

Total revenues
$1,609,400
$4,580,962
Net loss
$(247,239)
$(768,011)

Note 4. Commitments and Contingencies

In October 2016, the Company entered into a $30,000 note payable with a financial institution. The term of the note is for a period of one year and is payable in 10 monthly installments of $2,632 at an interest rate of 3%. The note was paid in full as of September 30, 2017.

In August 2017 the Company entered into a $120,000 CAD ($95,931 USD) note payable with a shareholder to repurchase common and preferred shares (see Note 5). The term of the note is for a period of one year and is payable in 12 monthly installments of $10,327.97 CAD at an interest rate of 3%. The balance due on the note payable as of September 30, 2017 was $100,495 CAD ($80,338 USD).

~~Due to Related Parties~~

Prior to the Company’s acquisition of ShipTime, two notes were issued. One note was issued at an 8% interest rate and was due to mature in December 2017. During the quarter ended September 30, 2017, the Company repaid the note in full. A second note was issued in 2014 with a 6% interest rate and was due to mature in June 2014. In June 2017, the Company agreed make monthly payments of $5,000 CAD for seven months followed by monthly payments of $15,000 CAD with one final payment in May 2018. As of September 30, 2017, the note balance is $65,445.

~~Stock Price Guarantee~~

In connection with the Company’s advance royalties with a client, the Company guaranteed that shares of common stock would sell for at least $60.00 per share as adjusted for the reverse stock split. If the shares are not at the required $60.00 per share when they are sold, the Company has the option of issuing additional shares at their fair value or making cash payments for the difference between the guaranteed price per share and the fair value of the stock. As of September 30, 2017 and December 31, 2016, the stock price guarantee was $883,439 and $867,403, respectively, as the Company’s stock price was below $60.00 per share at September 30, 2017 and December 31, 2016, although some or all of the stock may already be sold and no longer subject to a guaranty and any required payment would be disputed by the Company. For the nine months ended September 30, 2017 and 2016, the Company recorded an unrealized (loss)/gain on stock price guarantee of ($16,036) and $28,541, respectively.

In the normal course of business, the Company periodically becomes involved in ~~litigation.~~litigation and disputes. During 2020, the Company was notified of a dispute related to its non-renewal of the employment agreement with Mr. Allan Pratt, the Company's former CEO, in which Mr. Pratt appears to be treating it as a termination which would trigger a two-year severance payment. As of ~~September 30, 2017,~~March 31, 2021, in the opinion of management, the Company had no pending litigation and disputes that would have a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.

Indemnities and Guarantees

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of Delaware. In connection with its facility leases, the Company has agreed to indemnify its lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies and is generally tied to the life of the agreements. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying condensed consolidated balance sheets.

Note 5. Shareholders’ Equity

~~On December 19, 2016, the Company filed an amendment to its~~The Company’s amended Certificate of Incorporation ~~to authorize~~authorizes the issuance of 20,000,000 shares of blank-check preferred stock at ~~$.001~~$0.001 par ~~value, of which 3,825,000 shares have been reserved for future issuance.~~value. The Board of Directors will be authorized to fix the designations, rights, preferences, powers and limitations of each series of the preferred stock.

The Company filed a Certificate of Designations effective on December 30, 2016 which sets aside 5,000,000 shares of Preferred Stock as Series A Preferred Stock. The Series A Preferred Stock ~~holders have no voting rights and have an aggregate liquidation value of approximately $11,430,863 and $11,581,000 as of September 30, 2017 and December 31, 2017. The Series A Preferred Stock also~~ carries a coupon payment obligation of 1.5% of the liquidation value per share ($3.03) per year in cash or additional Series A Preferred Stock, calculated by taking the 30-day average closing price for ~~an equal number of shares~~a share of common stock for the month immediately preceding the coupon payment date which is made annually. ~~Payout of~~For the year ended December 31, 2020, the annual coupon ~~may be made out of existing cash or in shares of Series A Preferred stock of the Company.~~was $28,532. The Series A Preferred Stock ~~have~~has no voting or conversion rights. If purchased, redeemed, or otherwise acquired (other than conversion), the preferred stock may be reissued.

The Company paid the 2018 and 2019 coupon payments totaling $358,638 by issuing 126,727 preferred shares and a cash payment of $26,252 for the 2020 coupon payment for the three months ended March 31, 2020. In 2020, all 4,565,305 shares of Series A Preferred Stock were exchanged for common stock (see below). As of March 31, 2021 and December 31, 2020, there are no outstanding shares of Series A Preferred Stock.

Common Stock

In ~~November 2016,~~February 2020, ShipTime Canada amended its rights to exchange one share of ShipTime Canada stock from 45 PAID common shares and 311 PAID preferred shares to 356 PAID common shares. The Company made available to its ShipTime Canada exchangeable preferred shareholders the ~~majority~~one-time option to convert existing book entry preferred shares and exchangeable rights to preferred shares into PAID common shares. As a result, certain ShipTime exchangeable shareholders ~~approved~~exercised their rights to receive 1,461,078 shares of PAID Series A Preferred Stock for 1,461,078 shares of PAID common stock. At the same time, the Company made available to its Series A Preferred Stock shareholder the option to exchange existing Series A preferred shares for PAID common shares. The exchange was offered on a one-to-one basis. Shareholders holding 1,015,851 shares of Series A Preferred Stock exchanged such shares for 1,015,851 shares of PAID common stock. Furthermore, because of the amended exchange rights, the Company reflected an ~~amendment~~additional exchange of PAID Series A Preferred Stock shares totaling 2,089,298 to PAID common shares, representing the additional amount of PAID common shares that will be issued to the ~~Company’s Certificate~~ShipTime shareholders upon the exchange. During 2020, two shareholders sold 500 ShipTime exchangeable shares which were subsequently exchanged for 178,000 common shares. In total, the Company has reserved for future issuance of ~~Incorporation to increase the Company’s authorized~~2,213,608 shares of PAID common stock ~~from 1,100,000~~with respect to ~~25,000,000,~~the remaining 6,218 exchangeable shares to ~~issue up to 2,000,000~~be issued as a result of the ShipTime acquisition which are considered issued and outstanding as of March 31, 2021 for financial reporting purposes.

During 2020, the Company issued 274,120 shares of ~~blank check preferred~~PAID common stock ~~and to make effective,~~as a ~~reverse stock split at a range of 1 for 500 through 1 for 3,000 immediately followed by a forward split~~result of the ~~outstanding~~exercise of an investor warrant for 770 ShipTime exchangeable shares. The Company received gross proceeds of $35,636 in connection with the warrant exercise. On March 29, 2021, the Company's Board of Directors authorized the issuance of 1,050,000 bonus shares of PAID common stock to the interim CEO/CFO for services rendered during 2019 and 2020. This bonus was valued at $2,005,500 based on the closing price of the Company's common stock at ~~an exchange rate of 50 for 1 through 300 for 1 to reduce the number of authorized shares of the Company’s~~March 29, 2021 and is recorded in accrued common stock ~~subject to~~bonus in shareholders’ equity at December 31, 2020. These shares were issued on March 31, 2021. On March 29, 2021, the Board of ~~Directors’ discretion.~~Directors approved the issuance of 250,000 shares of PAID common stock valued at $1.91 per share to W. Austin Lewis IV as it relates to his 2021 employment agreement, of which 125,000 of the shares are subject to repurchase at the award value of $1.91 per share if Mr. Lewis terminates employment prior to January 1, 2022, as defined in the employment agreement. These shares were issued on March 31, 2021. The value of the shares that are subject to repurchase will be recognized ratably as share-based compensation expense over the next nine months. Unrecognized compensation expense related to these shares is $238,750.

~~-10-~~-11-

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In January 2017, the Company completed a reverse split of 1-for 3,000 immediately followed by a forward split of 300 for 1. As a result of the split every ten shares of common stock outstanding were consolidated into one share, reducing the number of common shares outstanding on the effective date from 10,989,608 to 1,098,960. All share and per share information on this Form 10-Q has been retroactively adjusted to reflect the reverse stock split.

The Company has authorized and reserved for future issuance 550,000 shares of common stock and 3,825,000 shares of preferred stock with respect to the exchangeable shares issued as a result of the merger.

~~Share Repurchase~~

In August 2017, the Company entered into an agreement to repurchase 157 exchangeable shares of ShipTime Canada common stock. Based on the amalgamation agreement, each exchangeable share exchanges into 334 preferred shares and 48 common shares, totaling 52,438 preferred shares and 7,536 common shares. The shares were repurchased through a note payable of $120,000 CAD ($95,931 USD) (see Note 4). The discount on the repurchase of the preferred stock was $1.12 and is recorded in Company’s accumulated deficit and was added to the net loss available to common stockholders in accordance with ASC 260-10-S99-2. The repurchase of the common shares was recorded at its cost of $1.90.

Share-based Incentive Plans

~~During~~On March 23, 2018, the ~~period ended September 30, 2017,~~Board of Directors voted to approve the 2018 Stock Option Plan which reserves 450,000 non-qualified stock options to be granted to employees. The Company ~~had~~has three additional stock option plans that include both incentive and non-qualified stock options to be granted to certain eligible employees, non-employee directors, or consultants of the Company. ~~The~~On November 10, 2020, the board voted to increase the 2018 Stock Option Plan from 450,000 options to 900,000 options. For the year ended December 31, 2020, the Company ~~issued 37,500~~granted 105,000 stock options to ~~board members during the three months ended September 30, 2017.~~employees, consultants and directors. The 2020 options ~~vested~~have vesting periods of immediately and over a three-year period, they expire if not exercised within ten years from grant date, and the exercise price is ~~$3.30~~$2.885 per share. AsDuring 2020, as a result of the ~~issuance,~~termination of several employees, the Company recorded 61,948 expired options and an additional 20,459 that were cancelled. During 2021, the Company issued 10,000 stock options to one employee. These options have a three-year vesting schedule with one-third vesting immediately, one-third vesting in 18 months and the final one-third vesting in 36 months, they expire if not exercised in ten years from the grant date, and their exercise price is $1.91 per share.

For the three-month periods ended March 31, 2021 and 2020, the Company recorded $263,613 and ($20,789), respectively, of share-based compensation expense related to the vesting of ~~$118,572.~~
applicable options granted in 2021 and prior years and the issuance of shares in the first quarter of 2021 for employment compensation.

Note 6. ~~Subsequent Events~~Leases

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 two months to twenty-nine 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.

The ~~Company has evaluated subsequent events through the filing date~~components of this Form 10-Q, and have determined that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto, other thanlease expense were as ~~disclosed herein.~~follows:

	Three Months Ended March 31, 2021	Three Months Ended March 31, 2020
Operating lease cost	$10,095	$9,707

Finance lease cost:
Amortization of leased assets	$2,741	$2,428
Interest on lease liabilities	57	281
Total finance lease cost	$2,798	$2,709

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31, 2021	Three Months Ended March 31, 2020
Cash paid for amounts included in leases:
Operating cash flows from operating leases	$10,395	$9,880
Operating cash flows from finance leases	$57	$281
Financing cash flows from finance leases	$1,417	$2,316

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$-	$-
Finance leases	$-	$-

~~-11-~~-12-

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Supplemental balance sheet information related to leases was as follows:

	March 31, 2021	December 31, 2020
Operating leases:
Operating lease right-of-use assets	$86,723	$93,457
Current portion of operating lease obligations	$34,889	$33,118
Operating lease obligations, net of current portion	53,009	61,794
Total operating lease liabilities	$87,898	$94,912

Finance leases:
Property and equipment, at cost	$54,825	$54,066
Accumulated depreciation	(52,083)	(48,659)
Property and equipment, net	$2,742	$5,407

Current portion of finance lease obligations	$1,457	$2,844
Finance lease obligations, net of current portion	-	-
Total finance lease liabilities	$1,457	$2,844

	March 31, 2021	December 31, 2020
Weighted Average Remaining Lease Term
Operating lease	2.4 years	2.6 years
Finance leases	0.2 years	0.3 years

Weighted Average Discount Rate
Operating lease	9.0%	9.0%
Finance leases	9.7%	9.7%

A summary of future minimum payments under non-cancellable operating lease commitment as of March 31, 2021 is as follows:

Years ending December 31,	Total
2021	32,042
2022	40,869
2023	25,274
Total lease liabilities	$98,185
Less amount representing interest	(10,287)
Total	87,898
Less current portion	(34,889)
	$53,009

The following is a schedule of minimum future rentals on the non-cancelable finance leases as of March 31, 2021:

Year ending December 31,	Total
2021	1,480
Total minimum payments required:	1,480
Less amount representing interest:	(23)
Present value of net minimum lease payments:	1,457
Less current portion	(1,457)
	$-

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ITEM 2.

MANAGEM~~ANAGEMENT'S~~ENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Quarterly Report on Form 10-Q 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 PAID, Inc. (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 quarterly 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", in the Company's Form 10-K for the fiscal year ended December 31, ~~2016~~2020 that was filed on March 31, ~~2017.~~2021.

For example, the Company's ability to ~~achieve~~maintain 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 site, 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~~operations.

Except as required by applicable laws, we do not intend to publish updates or revisions of any forward-looking statements we make to reflect new information, future events or otherwise. Readers are urged to review carefully and to consider the various disclosures made by the Company in this Quarterly Report, which attempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Overview

ShipTime Inc. has developed a SaaS based application, which focuses on the small ~~and~~to medium business ~~segments.~~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 ~~ecommerce.~~e-commerce. We actively sell directly to small ~~and medium~~ businesses and through long standing partnerships with selected associations throughout Canada. Our focus in ~~2017~~2021 will be to significantly grow this portion of our business.

~~The Company~~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. ~~In 2017, new shipping calculator technology will be released to upgrade the clients using the AuctionInc platform.~~

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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 ~~province.~~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~~

PaidPayments provides commerce solutions to small - and ~~Kegmaster~~medium-sized businesses by enabling them to sell their goods and ~~can be added on~~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 ~~base product. Craft brewing~~sub-merchant, and monthly reporting and statements. The Company controls all of these necessary aspects in the payment process and is ~~on the rise in North America~~then able to supply a one-step boarding process for our partners and ~~we feel that there is~~value-added resellers. This capability also provides cost advantages, rapid response to market needs, simplified processes for boarding business and a ~~large potential to grow this portion of~~seamless interface for our ~~business.~~merchant customers.

~~Paid products are in development and include PaidCart, PaidApp and PaidWeb. These additional offerings will provide a full e-Commerce solution for small businesses.~~

Significant Accounting Policies

Our significant accounting policies are more fully described in Note 3 to our consolidated financial statements for the years ended December 31, ~~2016~~2020 and ~~2015~~2019 included in our Form 10-K filed on March 31, ~~2017,~~2021, as updated and amended in Note 1 of the Notes to Condensed Consolidated Financial Statements included herein. However, certain of our accounting policies, most notably with respect to revenue recognition, 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.

Results of Operations

Comparison of the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020.

The following discussion compares the Company's results of operations for the three months ended ~~September 30, 2017~~March 31, 2021 with those for the three months ended ~~September 30, 2016.~~March 31, 2020. The Company's condensed consolidated financial statements and notes thereto included elsewhere in this quarterly 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.

	Three months Ended September 30,			Three months Ended March 31,
	2017	2016	% Change	2021	2020	% Change
Client services	3,639	$2,275	60%	$1,283	$99	1,196%
Brewery management software	78,211	78,830	(1)%	19,200	37,106	(48)%
Shipping coordination and label generation services	1,820,975		100%	3,473,902	2,536,885	37%
Merchant processing services				12,525	92,910	(87)%
Shipping calculator services	46,990	46,141	2	5,863	8,322	(30)%
Total revenues	1,949,815	$127,246	1,432%	$3,512,773	$2,675,322	31%

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Revenues increased ~~1,432%~~31% in the ~~third~~first quarter primarily from the ~~acquisition~~impact of new marketing services in combination with impact from the ~~new segment~~COVID-19 virus on the growth of our ~~business that provides~~ shipping coordination and label generation services.

Client ~~service~~services revenues increased ~~$1,364~~$1,184 or ~~60%~~1,196% to ~~$3,639~~$1,283 in the ~~third~~first quarter of ~~2017~~2021 compared to ~~$2,275~~$99 in ~~2016.~~2020. This ~~growth~~increase is a result of the ~~rise~~increase in movie ~~poster~~posters auctions ~~resulting in an increase in our movie poster sales in~~held during the ~~third~~ quarter.

~~-13-~~

Brewery management software revenues decreased ~~$619~~$17,906 to ~~$78,211~~$19,200 in ~~2017~~2021 from ~~$78,830~~$37,106 in ~~2016.~~2020. The decrease in revenues is due to ~~a reduced number~~cancellations of several clients and limited marketing of the software to new ~~clients due to the seasonal slowdown where breweries customarily decrease activity during the summer months.~~

Shipping calculator services revenue increased $849 or 2% to $46,990 in the third quarter of 2017 compared to $46,141 in 2016. The increase was primarily due to a spike in usage of our largest client.clients.

Shipping coordination and label generation ~~service~~services revenues ~~are~~increased $937,017 or 37% to $3,473,902 in the first quarter of 2021 compared to $2,536,885 in 2020. The increase is attributable to the shift in online shipping as a ~~new~~result of the impact of the COVID-19 virus in addition to ~~our~~the change in pricing to retain customers in a competitive environment.

Merchant processing services is available to businesses that accept credit card processing online. This segment has had difficulties with the launch and has declined 87% from $92,910 to $12,525 in the first quarter of 2021. The Company is reevaluating the launch and preparing to combine these services with other Paid products for a re-release.

Shipping calculator services revenue ~~sources~~decreased $2,459 or 30% to $5,863 in ~~2017 and resulted~~the first quarter of 2021 compared to $8,322 in ~~an increase of revenue of $1,820,975.~~2020. The decrease was primarily due to the reduction in volume for the remaining customer using this platform.

Gross Profit

Gross profit increased ~~$431,544~~$227,869 or ~~356%~~35% in the ~~third~~first quarter of ~~2017~~2021 to ~~$552,767~~$879,015 compared to ~~$121,223~~$651,146 in ~~2016.~~2020. Gross margin ~~decreased 67 percentage points~~increased to ~~28% from 95%~~25% for the first quarter of 2021 compared to 24% in the ~~third~~first quarter of ~~2016.~~2020. The ~~decrease~~increase in gross margin ~~was~~is a result of ongoing pricing evaluations of our shipping label generation services to remain competitive in the market. The increase in gross profit is due to additional marketing programs released in 2021 along with the impact of increased shipping label generation services as a result of the growth of e-commerce shopping due to the ~~cost associated with shipping coordination and label generation services that the Company now offers.~~COVID-19 virus.

Operating Expenses

Total operating expenses in the ~~third~~first quarter ~~2017~~2021 were ~~$779,158~~$1,058,348 compared to ~~$217,845~~$763,888 in the ~~third~~first quarter ~~2016,~~of 2020, an increase of ~~$561,313~~$294,460 or ~~258%~~39%. The increase is due to additional staffing added in 2021 along with the ~~depreciation and amortization~~share-based compensation expense of ~~$213,276~~$263,613 recorded in the third quarter of 2017 compared to $25,728 for the same period in 2016 in addition to the option compensation of $118,572 in 2017 compared to $4,281 in 2016. Personnel, development, and advertising and facility expenses associated with the operations of ShipTime Canada also contributed to the increase.

~~Other Income/Expense, net~~first quarter.

Net other income (expense) in the third quarter of 2017 was ($11,328) compared to ($8,696) in the same period of 2016, a change of $2,632. This is primarily attributable to the unrealized loss on stock price guarantee of $3,329 in the third quarter of 2017 compared to a loss of $12,812 in the same period of 2016.

~~Net Loss~~Income (Loss)

The Company ~~realized~~recorded a net loss in the ~~third~~first quarter of ~~2017~~2021 of ($~~237,719)~~179,733) compared to a net loss of ($~~105,318)~~113,242) for the same period in ~~2016.~~2020. The net loss per share available to common ~~stockholders~~shareholders for the ~~third~~first quarter of ~~2017~~2021 and ~~2016 represent~~2020 was ($~~0.09)~~0.03) and ($~~0.10) per share, respectively.~~

~~Comparison of the nine months ended September 30, 2017 and 2016~~.

The following discussion compares the Company's results of operations for the nine months ended September 30, 2017 with those for the nine months ended September 30, 2016. The Company's condensed consolidated financial statements and notes thereto included elsewhere in this quarterly 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.~~

Nine months Ended September 30,

2017

2016

% Change

Client services
$20,192
$12,937
  56%
Brewery management software
235,026
  242,210
  (6)%
Shipping coordination and label generation services
  5,057,566
  -
  100%
Shipping calculator services
  153,023
  135,862
  13%
Total revenues
$5,465,807
$391,009
  1,298
%

~~-14-~~

~~Revenues increased 1,298% primarily from the acquisition of the new segment of our business that provides shipping services.~~

~~Client service revenues increased $7,255 or 56% to $20,192 in 2017 compared to $12,937 in 2016. This increase is a result of the large number of movie poster auctions held year to date in 2017.~~

Brewery management software revenues decreased $7,184 to $235,026 in 2017 from $242,210 in 2016. The decrease in revenues is due to the loss of several larger clients offset against new clients that are signing up on our lower tiered service plan.

Shipping calculator services revenue increased $17,161 or 13% to $153,023 in 2017 compared to $135,862 in 2016. The increase was largely due to a significant increase in volume and an adjusted price plan for one of the largest clients.

~~Shipping coordination and label generation service revenues are a new addition to our revenue sources in 2017 resulting in an increase of revenue of $5,057,566.~~

~~Gross Profit~~

Gross profit increased $1,202,524 or 323% in 2017 to $1,575,302 compared to $372,778 in 2016. Gross margin decreased 66 percentage points to 29% from 95% in 2016. The decrease in gross margin was due to the cost associated with the new segment of shipping services that the Company now offers.

~~Operating Expenses~~

Total operating expenses in 2017 were $2,147,662 compared to $779,174 in 2016, an increase of $1,368,488 or 176%. The increase is primarily due to the depreciation and amortization of $638,926 in 2017 compared to $77,179 for the same period in 2016. Additional expenses associated with ShipTime Canada related to personnel, development, and advertising and facility operations also contributed to the increase.

~~Other Income/Expense, net~~

Net other income (expense) in 2017 was ($20,448) compared to $90,195 in the same period of 2016, a change of $110,643. This is attributable to the one-time gain on the settlement of the litigation with eBay. The Company also incurred an unrealized loss on stock price guarantee of ($16,036) in 2017 compared to a gain of $28,541 in the same period of 2016.

~~Net Loss~~

The Company realized a net loss in the third quarter of 2017 of ($594,302) compared to a net loss of ($317,008) for the same period in 2016. The net loss available to common stockholders for the nine months ended September 30, 2017 and 2016 represent ($0.32) and ($0.30)0.04) per share, respectively.

Cash Flows from Operating Activities

A summarized reconciliation of the Company's net loss to cash and cash equivalents ~~used in~~provided by operating activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 is as follows:

2017

2016

Net loss
$(594,302)
$(317,008)
Depreciation and amortization
  638,926
  77,179
Gain on sale of property and equipment
  -
  (2,179)
Share-based compensation
  118,572
  41,814
Unrealized loss (gain) on stock price guarantee
  16,036
  (28,541)
Write-off of other receivable
  1,026
  -
Changes in current assets and liabilities
  234,335
  70,955
Net cash provided by (used in) operating activities
$414,593
$(157,780)

	2021	2020
Net loss	$(179,733)	$(113,242)
Depreciation and amortization	127,980	122,404
Amortization of operating lease right-of-use assets	7,993	6,880
Share-based compensation	263,613	(20,789)
Provision for bad debt	-	20,125
Changes in assets and liabilities	141,861	80,065
Net cash provided by operating activities	$361,714	$95,443

~~-15-~~-16-

Table of Contents

Working Capital and Liquidity

The Company had cash and cash equivalents of ~~$626,160~~$2,026,002 at ~~September 30, 2017,~~March 31, 2021, compared to ~~$339,562~~$1,644,210 at December 31, ~~2016.~~2020. The Company had ~~a negative~~net working capital of ~~($1,343,259)~~$430,246 at ~~September 30, 2017,~~March 31, 2021, an improvement of ~~$25,367~~$211,631 compared to ~~($1,368,626)~~$218,615 at December 31, ~~2016.~~2020. The ~~decrease~~increase in net working ~~deficit~~capital is attributable to the ~~improved~~31% growth of the Company’s revenues ~~and expense management associated with ShipTime Canada.~~for 2021. The increase ~~to the~~in cash and cash equivalents is due to ~~an increase in revenues associated~~the additional growth of the business along with the ~~new segment of our operations.~~savings related to the decrease in consulting and travel expense.

The Company may need an infusion of additional capital to fund anticipated operating costs over the next 12 months, however, management believes that the Company has adequate cash resources to fund operations. There can be no assurance that anticipated growth will occur, and that the Company will be successful in launching new products and services. If necessary, management will seek alternative sources of capital to support operations.

ITEM 3. QUANT~~QUANTITATIVE~~ITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information for this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's management, including the Chief Executive ~~Officer of the Company and the~~ Officer/Chief Financial Officer of the Company, as its principal financial ~~officers have~~officer has evaluated the effectiveness of the Company's “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, the Chief Executive ~~Officer, and~~ Officer/Chief Financial Officer ~~both have~~has concluded that, as of ~~September 30, 2017,~~March 31, 2021, the Company's disclosure controls and procedures were not effective, due to material weaknesses in internal control over financial reporting, for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time period specified by the Securities and Exchange Commission's rules and forms, and is accumulated and communicated to the Company's management, including its principal ~~executive and~~ executive/financial ~~officers,~~officer as appropriate to allow timely decisions regarding required disclosure.

The Company has identified ~~nine~~numerous material weaknesses in internal control over financial reporting as described in the Company's Form 10-K for the year ended December 31, ~~2016.~~2020.

Changes in Internal Control over Financial Reporting

~~There was no change in our~~The Company continues to evaluate the internal ~~control~~controls over financial reporting ~~during the quarter ended September 30, 2017 that has materially affected, or~~and is ~~reasonably likely to materially affect, our internal control over financial reporting.~~

working toward implementation of corporate governance and operational process documentation.

~~-16-~~-17-

Table of Contents

~~PART~~PART II - O~~THER~~OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company periodically becomes involved in ~~litigation.~~litigation and disputes. During 2020, the Company was notified of a dispute related to its non-renewal of the employment agreement with Mr. Allan Pratt, the Company's former CEO, in which Mr. Pratt appears to be treating it as a termination which would trigger a two-year severance payment. As of ~~September 30, 2017,~~March 31, 2021, in the opinion of management, the Company had no ~~material~~ pending litigation ~~other than ordinary litigation incidental to~~and disputes that would have a material adverse effect on the ~~business.~~Company's consolidated financial position, results of operations, or cash flows.

ITEM 1A. ~~RISK~~RISK FACTORS

~~There~~In December 2019, a novel strain of coronavirus disease (“COVID-19”) was first reported in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are nouncertain and difficult to predict considering the rapidly evolving landscape. The Company has reviewed the impact of COVID-19 during the last three months and has reported a positive effect on Company’s, financial condition, liquidity, results of operations, and cash flows. At this time, it is not possible to determine the length of time the Company will benefit from the overall impact of COVID-19. However, it could have a material ~~changes for~~effect on the ~~risk factors previously disclosed on Form 10-K for~~growth of the ~~year ended December 31, 2016.~~Company in the future. The Company continues to monitor the health and wellbeing of its employees across the US and Canada.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no issuances of unregistered securities during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

~~None.~~Not Applicable

ITEM 6. E~~XHIBITS~~EXHIBITS

10.1		Amendment to 2018 Non-Qualified Stock Option Plan
31.1		CEO ~~Certification required under Section 302 of Sarbanes-Oxley Act of 2002~~
~~31.2~~		and CFO Certification required under Section 302 of Sarbanes-Oxley Act of 2002
32		CEO and CFO Certification required under Section 906 of Sarbanes-Oxley Act of 2002

101.INS ~~XBRL~~		XBRL Instance Document (filed herewith)
~~101.SCH XBRL~~ 101.SCH		XBRL Taxonomy Extension Schema (filed herewith)
101.CAL ~~XBRL~~		XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF ~~XBRL~~		XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB ~~XBRL~~		XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE ~~XBRL~~		XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

~~-17-~~-18-

Table of Contents

SIGNSA~~IGNATURES~~TURES

Pursuant to the requirements ~~of Section 13 or 15(d)~~ 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.

	PAID, INC.


	By:	/s/ ~~Allan Pratt~~
		~~Allan Pratt, Chief Executive Officer~~
	~~By:~~	~~/s/~~ W. Austin Lewis IV
Date: ~~November~~May 14, ~~2017~~2021		W. Austin Lewis, IV, ~~Chief Financial Officer~~CEO, CFO

~~-18-~~

LIST OF EXHIBITS

Exhibit No.		Description

10.1		Amendment to 2018 Non-Qualified Stock Option Plan
31.1		CEO ~~Certification required under Section 302 of Sarbanes-Oxley Act of 2002~~
~~31.2~~		and CFO Certification required under Section 302 of Sarbanes-Oxley Act of 2002
32		CEO and CFO Certification required under Section 906 of Sarbanes-Oxley Act of 2002

101.INS ~~XBRL~~		XBRL Instance Document (filed herewith)
101.SCH ~~XBRL~~		XBRL Taxonomy Extension Schema (filed herewith)
101.CAL ~~XBRL~~		XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF ~~XBRL~~		XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB ~~XBRL~~		XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE ~~XBRL~~		XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

-19-



Part I – Financial Information			~~Page~~

	Item 1.	Financial Statements

		Condensed Consolidated Balance Sheets
		~~September 30, 2017~~March 31, 2021 (unaudited) and December 31, ~~2016~~2020 (audited)	1

		Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Income (Loss)~~Loss
		Three ~~and Nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	2

		Unaudited Condensed Consolidated Statements of Cash Flows
		~~Nine~~Three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	3

		Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity Three months ended March 31, 2021 and 2020	4

		Notes to Condensed Consolidated Financial Statements (unaudited)	~~6-11~~ 5-13

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12 14

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1617

	Item 4.	Controls and Procedures	1617

Part II – Other Information

	Item 1.	Legal Proceedings	1718

	Item 1A.	Risk Factors	1718

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1718

	Item 3.	Defaults Upon Senior Securities	1718

	Item 4.	Mine Safety Disclosures	1718

	Item 5.	Other Information	1718

	Item 6.	Exhibits	1718

	Signatures		1819

			March 31, 2021	December 31,
	September 30, 2017 (Unaudited)	December 31, 2016 (Audited)	(Unaudited)	2020
ASSETS
Current assets:
Cash and cash equivalents	$626,160	$339,562	$2,026,002	$1,644,210
Accounts receivable, net	37,773	39,314	244,393	171,785
Other receivables	-	1,026
Funds held in trust	165,115	169,082
Prepaid expenses and other current assets	19,804	57,383	141,668	184,366
Total current assets	848,852	606,367	2,412,063	2,000,361

Property and equipment, net	86,676	92,552	55,187	59,848
Intangible assets, net	5,736,696	5,956,771	3,562,321	3,633,420
Goodwill	10,730,706	9,989,685
Operating lease right-of-use assets			86,723	93,457
Total assets	$17,402,930	$16,645,375	$6,116,294	$5,787,086

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$697,191	$563,860	$1,474,209	$1,460,484
Notes payable	80,338	17,850
Due to related parties	65,445	169,697
Capital leases - current portion	8,282	7,655
Finance leases - current portion			1,457	2,844
Accrued expenses	1,099,040	977,891	461,004	276,254
Deferred revenues	241,815	238,040
Contract liabilities			10,258	9,046
Operating lease obligations – current portion			34,889	33,118
Total current liabilities	2,192,111	1,974,993	1,981,817	1,781,746
Long term liabilities:
Capital leases - net of current portion	24,767	28,933
Deferred tax liability	1,353,861	1,260,369
Long-term liabilities:
Operating lease obligations – net of current portion			53,009	61,794
Deferred tax liability, net			974,477	960,947
Total liabilities	3,570,739	3,264,295	3,009,303	2,804,487
Commitments and contingencies
Shareholders' equity:
Preferred Stock, $0.001 par value, 20,000,000 shares authorized 3,772,562 and 3,825,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively; liquidation value of $11,430,863 and $11,581,000 as of September 30, 2017 and December 31, 2016, respectively	3,773	3,825
Common stock, $0.001 par value, 25,000,000 shares authorized; 1,648,960 shares issued 1,641,424 shares outstanding at September 30, 2017 and 1,648,960 shares issues and outstanding at December 31, 2016	1,649
Series A Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively			-
Common stock, $0.001 par value, 25,000,000 shares authorized; 7,789,004 shares issued and 7,755,164 shares outstanding at March 31, 2021, 6,489,004 shares issued and 6,455,164 shares outstanding at December 31, 2020			7,789	6,489
Accrued common stock bonus			-	2,005,500
Additional paid-in capital	68,730,129	68,782,432	72,351,299	70,083,486
Accumulated other comprehensive loss	1,022,771	-
Accumulated other comprehensive income			611,273	570,761
Accumulated deficit	(55,911,801)	(55,406,826)	(69,805,523)	(69,625,790)
Common stock in treasury, at cost; 7,536 and 0 shares at September 30, 2017 and December 31, 2016, respectively	(14,330)	-
Common stock in treasury, at cost, 33,840 shares at March 31, 2021 and December 31, 2020			(57,847)
Total shareholders' equity	13,832,191	13,381,080	3,106,991	2,982,599

Total liabilities and shareholders' equity	$17,402,930	$16,645,375	$6,116,294	$5,787,086

	2017	2016	2021	2020
Cash flows from operating activities:
Net loss	$(594,302)	$(317,008)	$(179,733)	$(113,242)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	638,926	77,179	127,980	122,404
Gain on sale of property and equipment	-	(2,179)
Amortization of operating lease right-of-use assets			7,993	6,880
Provision for bad debts			-	20,125
Share-based compensation	118,572	41,814	263,613	(20,789)
Unrealized loss (gain) on stock price guarantee	16,036	(28,541)
Write-off of other receivables	1,026	-
Changes in assets and liabilities:
Accounts receivable	2,360	3,846	(71,038)	(48,761)
Prepaid expenses and other current assets	54,055	43,202	43,852	27,395
Advanced royalties	-	5,000
Accounts payable	91,596	19,316	(4,540)	67,016
Accrued expenses	98,888	(668)	180,803	40,095
Deferred revenues	(12,564)	259
Net cash provided by (used in) operating activities	414,593	(157,780)
Contract liabilities			1,076	1,381
Operating lease obligations			(8,292)	(7,061)
Net cash provided by operating activities			361,714	95,443

Cash flows from investing activities:
Proceeds from the sale of property and equipment	-	2,179
Purchase of property and equipment	(17,977)	-	(1,120)	-
Net cash (used in) provided by investing activities	(17,977)	2,179
Net cash used in investing activities			(1,120)	-

Cash flows from financing activities:
Payments on capital leases	(4,161)	(3,097)
Payments on notes payable	(32,711)	(24,202)
Proceeds from the exercise of common stock warrants	-	180,000
Payments on amounts due to related parties	(111,208)	-
Net cash (used in) provided by financing activities	(148,080)	152,701
Payments on finance leases			(1,417)	(2,316)
Payments of preferred dividends			-	(26,252)
Net cash used in financing activities			(1,417)	(28,568)

Effect of exchange rate changes on cash and cash equivalents	38,062	-	22,615	(41,874)

Net change in cash and cash equivalents	248,536	(2,900)	381,792	25,001

Cash and cash equivalents, beginning of period	339,562	123,913	1,644,210	475,881

Cash and cash equivalents, end of period	$626,160	$121,013	$2,026,002	$500,882

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$1,494	$807	$400	$500
Interest	$3,617	$679	$57	$281

SUPPLEMENTAL DISCLOSURES OF NON-CASH ITEMS		$-
Repurchase of preferred and common stock with note payable	$95,931	$-
Issuance of common shares in settlement of accrued expenses			$2,005,500	$-
Issuance of preferred shares in settlement of dividends			$-	$358,683

	September 30, 2017 (unaudited)	December 31, 2016 (audited)	March 31, 2021 (unaudited)	December 31, 2020
Payroll and related costs	$1,538	$3,136	$18,997	$25,319
Royalties	51,838		47,803
Stock price guarantee	883,439	867,403
Accrued cost of revenues			361,323	170,928
Sales tax			31,902
Other	162,225	55,514	979	302
Total	$1,099,040	$977,891	$461,004	$276,254

Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Condensed consolidated statements of comprehensive loss	��
Net loss	$(237,719)	$(105,318)	$(594,302)	$(317,008)
Other comprehensive income (loss):
Foreign currency translation adjustments	535,599	-	1,022,771	-
Comprehensive income (loss)	$297,880	$(105,318)	$428,469	$(317,008)

	September 30, 2017	December 31, 2016
Patents	$16,000	$16,000
Software	83,750	83,750
Trade Name	797,000	797,000
Technology	509,000	509,000
Client list / relationship	4,687,750	4,687,750
Accumulated amortization	(745,936)	(136,729)
	5,347,564	5,956,771
Effect of exchange rate changes	389,132	-
	$5,736,696	$5,956,771

	For the Three Months Ended September 30, 2016	For the Nine Months Ended September 30, 2016
Total revenues	$1,609,400	$4,580,962
Net loss	$(247,239)	$(768,011)

	Nine months Ended September 30,
	2017	2016	% Change
Client services	$20,192	$12,937	56%
Brewery management software	235,026	242,210	(6)%
Shipping coordination and label generation services	5,057,566	-	100%
Shipping calculator services	153,023	135,862	13%
Total revenues	$5,465,807	$391,009	1,298 %