PAID INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
COMMISSION FILE NUMBER 0-28720
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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73-1479833
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S.
Employer Identification No.)
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200
Friberg Parkway, Westborough, Massachusetts
01581
(Address
of Principal Executive Offices) (Zip Code)
(617)
861-6050
(Registrant’s
Telephone Number, Including Area Code)
Indicate by check
mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
Yes
☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Sec.232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files).
Yes
☒ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large accelerated filer
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☐
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Accelerated
Filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
As of
November 2, 2016, the issuer had outstanding 10,989,608 shares of
its Common Stock.
PAID, INC.
FORM 10-Q
T
ABLE OF CONTENTS
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Part
I – Financial Information
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1
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2
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3
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4-14
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15
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19
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Part II – Other Information
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20
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20
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21
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22
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-i-
CONDENSED CONSOLIDATED
B
ALANCE
SHEETS
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ASSETS
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September
30,
2016
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December
31,
2015
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(Unaudited)
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(Unaudited)
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Current
assets:
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Cash and cash
equivalents
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$
121,013
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$
123,913
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Accounts
receivable, net
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22,850
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26,696
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Prepaid expenses
and other current assets
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14,192
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57,394
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Advanced royalties,
net
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-
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5,000
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Total current
assets
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158,055
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213,003
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Property and
equipment, net
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6,735
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8,833
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Intangible assets,
net
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201,797
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276,878
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Total
assets
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$
366,587
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$
498,714
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LIABILITIES AND
SHAREHOLDERS’ DEFICIT
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Current
liabilities:
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Accounts
payable
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$
114,757
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$
95,441
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Note
payable
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-
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24,202
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Capital
leases
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-
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3,097
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Accrued
expenses
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972,150
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1,001,359
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Deferred
revenues
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7,027
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6,768
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Total
liabilities
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$
1,093,934
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$
1,130,867
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Shareholders’
deficit
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Common stock,
$0.001 par value, 11,000,000 shares authorized; 10,989,608 shares
and 8,932,466 shares issued and outstanding at September 30, 2016
and December 31, 2015, respectively
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10,991
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8,932
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Additional paid-in
capital
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54,637,915
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54,418,160
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Accumulated
deficit
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(55,376,253
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(55,059,245
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Total shareholders'
deficit
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(727,347
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(632,153
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Total liabilities
and shareholders' deficit
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$
366,587
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$
498,714
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See
accompanying notes to condensed consolidated financial
statements
-1-
PAID, INC.
CONDENSED CONSOLIDATED
S
TATEMENTS OF
OPERATIONS
(Unaudited)
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Three Months
Ended
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Nine
Months Ended
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September 30,
2016
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September 30,
2015
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September 30,
2016
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September 30,
2015
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Revenues
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$
127,246
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$
46,191
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$
391,009
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$
139,593
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Cost of
revenues
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6,023
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12,676
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18,231
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32,470
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Gross
profit
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121,223
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33,515
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372,778
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107,123
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Operating
expenses
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217,845
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218,377
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779,174
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733,062
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Loss from
operations
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(96,622
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(184,862
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(406,396
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(625,939
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Other income
(expense):
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Interest
expense
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(229
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(148
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(679
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(634
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Other
income
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4,345
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-
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62,333
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Write down of other
receivables
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-
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(108,961
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(108,961
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Unrealized gain
(loss) on stock price guarantee
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(12,812
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(376,007
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28,541
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(345,542
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Total other income
(expense), net
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(8,696
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(485,116
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90,195
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(455,137
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Loss before
provision for income taxes
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(105,318
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(669,978
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(316,201
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(1,081,076
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Provision for
income taxes
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18
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807
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974
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Net
loss
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$
(105,318
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$
(669,996
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$
(317,008
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$
(1,082,050
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Net loss per share
– basic and diluted
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$
(0.01
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$
(0.10
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$
(0.03
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$
(0.16
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Weighted average
number of common shares outstanding - basic and
diluted
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10,989,608
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6,875,481
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10,552,696
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6,859,444
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See
accompanying notes to condensed consolidated financial
statements
-2-
PAID, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(Unaudited)
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2016
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2015
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Cash flows from
operating activities:
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Net
loss
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$
(317,008
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$
(1,082,050
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Adjustments to
reconcile net loss to cash and cash equivalents used in operating
activities:
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Depreciation and
amortization
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77,179
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9,662
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Gain on sale of
property and equipment
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(2,179
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Write down of other
receivables
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108,961
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Share-based
compensation
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41,814
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150,999
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Unrealized gain or
loss on stock price guarantee
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(28,541
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345,542
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Changes in assets
and liabilities:
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Accounts
receivable
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3,846
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(73
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Prepaid expenses
and other current assets
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43,202
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25,961
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Advanced
royalties
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5,000
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-
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Deposits and other
assets
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-
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11,055
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Accounts
payable
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19,316
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(86,751
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Accrued
expenses
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(668
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(3,771
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Deferred
revenues
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259
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(889
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Net
cash and cash equivalents used in operating activities
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(157,780
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(521,354
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Cash flow from
investing activities
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Proceeds
from the sale of property and equipment
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2,179
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Net
cash and cash equivalents provided by investing
activities
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2,179
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Cash flows from
financing activities:
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Payments on capital
leases
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(3,097
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(11,291
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Payments on note
payable
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(24,202
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-
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Proceeds
from the exercise of common stock warrants
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180,000
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195,000
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Net cash and
cash equivalents provided by financing activities
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152,701
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183,709
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Net change in cash
and cash equivalents
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(2,900
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(337,645
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Cash and cash
equivalents, beginning of period
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123,913
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651,318
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Cash and cash
equivalents, end of period
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$
121,013
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$
313,673
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
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Income taxes
paid
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$
807
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$
974
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Interest
paid
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$
679
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$
634
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SUPPLEMENTAL
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
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Issuance
of previously subscribed common stock
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$
-
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$
25,000
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See
accompanying notes to condensed consolidated financial
statements
-3-
PAID, INC.
N
OTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Unaudited)
September 30, 2016
PAID,
Inc. (“PAID”, the “Company”,
“we”, “us”, “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 is a brewery management and Alcohol and Tobacco Tax and
Trade Bureau tax reporting software. Small craft brewers utilize
the product to manage brewery schedules, inventory, packaging,
sales and purchasing. Tax reporting can be processed with a single
click and is fully customizable by state or providence. The
software is designed to integrate with QuickBooks accounting
platforms by using our powerful sync engine. We currently offer two
versions of the software BeerRun and BeerRun Light which excludes
some of the enhanced features of BeerRun without disrupting the
core functionality of the software. Additional features include
Brewpad and Kegmaster and can be added on to the base product.
Craft brewing is on the rise in the United States and we feel that
there is a large potential to grow this portion of our
business.
SpiritRun is a
product of BeerRun and is designed specifically for distilleries.
This product was recently released and we feel that there 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.
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 to 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, 2015 that was filed on March 30, 2016.
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 2016.
On
October 7, 2015, the board of directors agreed to effectuate a
reverse split of the Company’s common stock. The process was
completed with FINRA on November 13, 2015. As a result of the split
every fifty shares 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 446,623,300 to
8,932,466. All share and per share information on this Form 10-Q
has been retroactively adjusted to reflect the reverse stock
split.
-4-
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, 2016, the Company reported a
net loss of $317,008. The Company has an accumulated deficit of
$55,376,253 at September 30, 2016 and used $157,780 of cash and
cash equivalents in operations for the nine months ended September
30, 2016. These factors raise substantial doubt about the
Company’s ability to continue as a going
concern.
Management feels
that AuctionInc, BeerRun and SpiritRun will be a beneficial portion
of our business and provide more opportunity for growth. The costs
of doing business have been and will be significantly reduced in
hopes of eliminating the net loss and providing positive cash flow
from operations.
On
September 1, 2016 the Company entered into an amalgamation
agreement with emergeIT. The amalgamation is contingent on the
approval of certain proposals by the shareholders of the Company.
See Note 6.
Although there can
be no assurances, the Company believes that the above management
plan will be sufficient to meet the Company's working capital
requirements through the end of 2016.
Principles of Consolidation
The
consolidated financial statements include the accounts of PAID,
Inc. and its wholly owned subsidiary PAID Run, LLC. All
intercompany accounts and transactions have been
eliminated.
Use of Estimates
The
preparation of the condensed consolidated financial statements in
conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the condensed consolidated financial statements, and
the reported amounts of revenues and expenses during the reporting
period. Significant estimates made by the Company’s
management include, but are not limited to the collectability of
accounts receivable, the recoverability of long-lived assets, the
valuation of deferred tax assets and liabilities, and the estimated
fair value of the royalty and advance guarantee, and share-based
transactions. Actual results could materially differ from those
estimates.
Fair Value Measurements
The
Company measures the fair value of certain of its financial assets
on a recurring basis. A fair value hierarchy is used to rank the
quality and reliability of the information used to determine fair
values. Financial assets and liabilities carried at fair value will
be classified and disclosed in one of the following three
categories:
Level 1
– Quoted prices (unadjusted) in active markets for identical
assets or liabilities;
Level 2
– Inputs other than Level 1 that are observable, either
directly or indirectly, such as unadjusted quoted prices for
similar assets and liabilities, unadjusted quoted prices in the
markets that are not active, or other inputs that are observable or
can be corroborated by observable market data for substantially the
full term of the assets or liabilities; and
Level 3
– Unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the
assets or liabilities.
-5-
At
September 30, 2016 and December 31, 2015, the Company’s
financial instruments include cash and cash equivalents, accounts
receivable, accounts payable, capital leases, note payable and
accrued expenses. The carrying amount of cash and cash equivalents,
accounts receivable, accounts payable, capital leases, note payable
and accrued expenses approximate fair value due to the short-term
maturities of these instruments.
Cash and Cash Equivalents
The
Company considers all highly liquid temporary cash investments with
an initial maturity of three months or less to be cash
equivalents.
Concentration of Credit Risk
The
Company maintains cash balances at financial institutions that are
insured by the Federal Deposit Insurance Corporation
(“FDIC”) up to $250,000. At September 30, 2016, the
Company had no amounts in these accounts in excess of the FDIC
limit. The Company has not experienced any losses in such accounts
and believes it is not exposed to any significant credit risk
related to these deposits. Management believes that it has invested
in high credit quality institutions for which the Company has not
experienced any loss in its accounts and believes it is not exposed
to any significant credit risk related to these
accounts.
The
Company extends credit based on an evaluation of the customer's
financial condition, generally without requiring collateral.
Exposure to losses on receivables is principally dependent on each
customer's financial condition. The Company monitors its exposure
for credit losses and maintains allowances for anticipated losses.
Although the Company expects to collect amounts due, actual
collections may differ from the estimated amounts. At both
September 30, 2016 and December 31, 2015, the Company has recorded
an allowance for doubtful accounts of $40,609.
For the
nine months ended September 30, 2016, and September 30, 2015 no
revenues from any one individual client accounted for more than 10%
of total revenues. These revenues were generated primarily from the
sales of our line of AuctionInc products, brewery management
software and merchandising and fulfillment services.
Advanced Royalties
Advanced royalties
represent amounts the Company has advanced to certain clients and
are recoupable against future royalties earned by the clients.
Advances are issued in either cash or shares of the Company’s
common stock and advanced amounts are calculated based on the
clients’ projected earning potential over a fixed period of
time. Advances made by issuing stock or common stock options are
recorded at their fair value on the date of issue. If the shares do
not reach the required price per share, the Company has the option
of issuing additional shares or making cash payment of the
difference between the sales price and the fair value of the stock.
The Company records a liability for the difference between the fair
value of the stock and the guaranteed sales price amount, which is
included in accrued expenses in the accompanying condensed
consolidated balance sheets. The change in fair value of the stock
price guarantee is recorded in the accompanying condensed
consolidated statements of operations.
-6-
Property and Equipment
Property and
equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of 3 to 5
years. Any leasehold improvements are depreciated at the lesser of
the useful life of the asset or the lease term. Equipment purchased
under capital leases is amortized on a straight-line basis over the
estimated useful life of the asset or the term of the lease,
whichever is shorter.
Intangible Assets
Intangible assets
consist of patents, client lists and brewery and distillery
management software which are being amortized on a straight-line
basis over their estimated useful life. Currently there are
intangible assets that are being amortized over 3 and 17
years.
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. No impairment charges were incurred during
the nine months ended September 30, 2016 and 2015. 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.
Revenue Recognition
The
Company generates revenue principally from sales of shipping
calculator subscriptions, brewery management software
subscriptions, and entertainment services.
The
Company recognizes revenues in accordance with the FASB ASC Topic
605. Accordingly, the Company recognizes revenues when there is
persuasive evidence that an arrangement exists, product delivery
and acceptance have occurred, the sales price is fixed or
determinable, and collectability of the resulting receivable is
reasonably assured.
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 for shipping
calculator services are made via credit card for the month
preceding the service and are recorded as deferred revenues until
the service has been provided. Brewery management software
subscribers are billed on a calendar month at the first of the
month with payments processed via credit card for the month
following.
Entertainment
services revenues include web development and design, creative
services, marketing services and general business consulting
services. For contracts that are of a short duration and fixed
price, revenue is recognized when there are no significant
obligations and upon acceptance by the customer of the completed
project. Revenues on longer-term fixed price contracts are
recognized using the percentage-of-completion method. Services that
are performed on a time and material basis are recognized as the
related services are performed.
Cost of Revenues
Cost of
revenues includes web hosting, data storage, and
commissions.
-7-
Operating Expenses
Operating expenses
include indirect related expenses, including credit card processing
fees, payroll, travel, facility costs, and other general and
administrative expenses.
Advertising
Advertising costs
are charged to expense as incurred. For the three months ending
September 30, 2016 and 2015 advertising expense totaled $0 and
$7,180, and for nine months ended September 30, 2016 and 2015,
advertising expense totaled $6,874 and $20,282, respectively. These
expenses are included in operating expenses in the accompanying
condensed consolidated statements of operations.
Share-Based Compensation
The
Company grants options to purchase the Company’s common stock
to employees, directors and consultants under stock option plans.
The benefits provided under these plans are share-based payments
that the Company accounts for using the fair value
method.
The
fair value of each option award is estimated on the date of grant
using a Black-Scholes-Merton option pricing model
(“Black-Scholes model”) that uses assumptions regarding
a number of complex and subjective variables. These variables
include, but are not limited to, expected stock price volatility,
actual and projected employee stock option exercise behaviors,
risk-free interest rate and expected dividends. Expected
volatilities are based on the historical volatility of the
Company’s common stock and other factors. The expected terms
of options granted are based on analyses of historical employee
termination rates and option exercises. The risk-free interest rate
is based on the U.S. Treasury yield in effect at the time of the
grant. Since the Company does not expect to pay dividends on common
stock in the foreseeable future, it estimated the dividend yield to
be 0%.
Share-based
compensation expense recognized during a period is based on the
value of the portion of share-based payment awards that is
ultimately expected to vest and is amortized under the
straight-line attribution method. As share-based compensation
expense recognized in the accompanying condensed consolidated
statements of operations for the nine months ended September 30,
2016 and 2015 is based on awards ultimately expected to vest, it
has been reduced for estimated forfeitures. The estimated fair
value method requires forfeitures to be estimated at the time of
grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. The Company estimates
forfeitures based on historical experience. Changes to the
estimated forfeiture rate are accounted for as a cumulative effect
of change in the period the change occurred.
Since
the Company has a net operating loss carry-forward as of September
30, 2016 and 2015, no excess tax benefits for tax deductions
related to share-based awards were recognized from stock options
exercised in the nine months ended September 30, 2016 and 2015 that
would have resulted in a reclassification from cash flows from
operating activities to cash flows from financing
activities.
Income Taxes
The
Company accounts for income taxes and the related accounts under
the liability method. Deferred tax assets and liabilities are
determined based on the differences between the financial statement
carrying amounts and the income tax bases of assets and
liabilities. A valuation allowance is applied against any net
deferred tax asset if, based on available evidence, it is more
likely than not that some or all of the deferred tax assets will
not be realized. Therefore, the Company has recorded a full
valuation allowance against the net deferred tax assets. The
Company’s income tax provision consists of state minimum
taxes.
-8-
The
Company recognizes any uncertain income tax positions on income tax
returns at the largest amount that is more-likely-than-not to be
sustained upon audit by the relevant taxing authority. An uncertain
income tax position will not be recognized if it has less than a
50% likelihood of being sustained.
The
Company’s policy is to recognize interest and/or penalties
related to income tax matters in income tax expense. The Company
had $0 accrued for interest and penalties on the Company’s
accompanying condensed consolidated balance sheets at September 30,
2016 and December 31, 2015.
The
Company is subject to taxation in the U.S. and various state
jurisdictions. The Company’s tax years for 2012 and forward
for federal and 2011 and forward for state purposes are subject to
examination by the U.S., Massachusetts and New Jersey tax
authorities due to the carry-forward of unutilized net operating
losses. The Company does not foresee material changes to its gross
uncertain income tax position liability within the next twelve
months.
Earnings (Loss) Per Common Share
Basic
earnings (loss) per share represent income (loss) available to
common 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, 2016 and 2015 and the nine months
ended September 30, 2016 and 2015, there were approximately 323,000
and 8,000 and 340,000 and 32,000, respectively, dilutive shares
that were excluded from the diluted earnings (loss) per share as
their effect would have been antidilutive for the period then
ended.
Segment Reporting
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 three
reportable segments are managed separately based on fundamental
differences in their operations. At September 30, 2016, the Company
operated in the following three reportable segments (see
below):
a.
Entertainment
services,
b.
Shipping calculator
services, and
c.
Brewery management
software.
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 maker is the President, Chief Executive Officer
and Chief Financial Officer.
-9-
The
following table compares total revenue for the periods
indicated.
|
|
Three Months
Ended
|
Nine
Months Ended
|
||
|
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
|
Entertainment
services
|
$
2,275
|
$
6,398
|
$
12,937
|
$
21,044
|
|
Shipping calculator
services
|
46,141
|
39,793
|
135,862
|
118,549
|
|
Brewery management
software
|
78,830
|
-
|
242,210
|
-
|
|
Total
revenue
|
$
127,246
|
$
46,191
|
$
391,009
|
$
139,593
|
The
following table compares total loss from operations for the periods
indicated.
|
|
Three Months
Ended
|
Nine
Months Ended
|
||
|
|
September
30,
2016
|
September
30,
2015
|
September
30,
2016
|
September
30,
2015
|
|
Entertainment
services
|
$
3,404
|
$
4,572
|
$
11,971
|
$
15,078
|
|
Shipping calculator
services
|
(110,655
)
|
(189,434
)
|
(442,629
)
|
(641,017
)
|
|
Brewery management
software
|
10,629
|
-
|
24,262
|
-
|
|
Total loss from
operations
|
$
(96,622
)
|
$
(184,862
)
|
$
(406,396
)
|
$
(625,939
)
|
Recent Accounting Pronouncements
In
March 2016, the FASB issued Accounting Standards Update
2016-09, Compensation-Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting, which
addresses certain aspects of accounting for share-based payment
award transactions. This guidance will be effective in the first
quarter of fiscal year 2017 and early adoption is permitted. The
Company is currently evaluating the impact that this guidance will
have on its condensed consolidated financial
statements.
In
February 2016, the FASB issued 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, the FASB issued ASU 2016-01, Financial Instruments:
Recognition and Measurement of Financial Assets and Financial
Liabilities, which addresses certain aspects of recognition,
measurement, presentation and disclosure of financial statements.
This guidance will be effective in the first quarter 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.
-10-
In
August 2014, the FASB issued ASU 2014-15, Presentation of Financial
Statements-Going Concern. Currently, there is no guidance in U.S.
GAAP about management’s responsibility to evaluate whether
there is substantial doubt about an entity’s ability to
continue as a going concern or to provide related footnote
disclosures. The amendments require management to assess an
entity’s ability to continue as a going concern by
incorporating and expanding upon certain principles that are
currently in U.S. auditing standards. Specifically, the amendments
(1) provide a definition of the term substantial doubt, (2) require
an evaluation every reporting period including interim periods, (3)
provide principles for considering the mitigating effect of
management’s plans, (4) require certain disclosures when
substantial doubt is alleviated as a result of consideration of
management’s plans, (5) require an express statement and
other disclosures when substantial doubt is not alleviated, and (6)
require an assessment for a period of one year after the date that
the financial statements are issued (or available to be issued).
The amendments in this ASU are effective for the reporting periods
ending after December 15, 2016 and early application is permitted.
Management is currently assessing the impact the adoption of ASU
2014-15 will have on our condensed 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 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 early 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
significant impact on its condensed consolidated financial
statements.
Accrued
expenses are comprised of the following:
|
|
September 30,
2016
|
December 31,
2015
|
|
|
(unaudited)
|
(audited)
|
|
Payroll
and related costs
|
$
3,018
|
$
3,686
|
|
Royalties
|
51,838
|
51,838
|
|
Stock
price guarantee
|
858,041
|
913,582
|
|
Other
|
32,252
|
32,253
|
|
Total
|
$
972,150
|
$
1,001,359
|
The
Company has a patent 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.
On
January 29, 2008, the Company was granted a patent for a technique
for facilitating advanced, rapid, accurate estimation of shipping
costs across multiple shipping carriers and shipping options
between buyer and seller in an online auction. Since that time the
Company has received four additional patents. These patents
help
facilitate
rapid and accurate estimation of shipping costs across multiple
shipping carriers and also include real-time calculation of
shipping. Further continuations include the addition of shipping
calculation with taxes and enhanced shipping
promotions.
-11-
On
October 7, 2015, 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.
At
September 30, 2016 and December 31, 2015, intangible assets
consisted of the following:
|
|
September
30,
2016
|
December
31,
2015
|
|
Patents
|
$
16,000
|
$
16,000
|
|
Software
|
83,750
|
83,750
|
|
Client
list
|
213,750
|
213,750
|
|
Accumulated
amortization
|
(111,703
)
|
(36,622
)
|
|
|
$
201,797
|
$
276,878
|
Amortization
expenses of intangible assets for the nine months ended September
30, 2016 were $75,801. Estimated future annual amortization expense
is approximately $100,000 for each year through 2018 and $900 for
2019.
Note Payable
On
October 2, 2015, the Company entered into a $35,677 note payable
with a financial institution. The term of the note was for a period
of one year and was payable in 10 monthly installments of $3,089 at
an interest rate of 6.35%. The balance due on the note payable as
of September 30, 2016 and December 31, 2015 was $0 and $24,202,
respectively. The note payable was repaid in full during the third
quarter of 2016.
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 $6.00 per share as adjusted for the reverse
stock split. If the shares are not at the required $6.00 per
share when they are sold, the Company has the option of issuing
additional shares at their fair value or making a cash payment for
the difference between the guaranteed price per share and the fair
value of the stock. As of September 30, 2016 and December 31,
2015, the stock price guarantee was $885,041 and $913,582,
respectively, as the Company’s stock price was below $6.00
per share at September 30, 2016 and December 31, 2015, 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, 2016 the Company
recorded an unrealized gain on the stock price guarantee of $28,541
and for the nine months ended September 30, 2015, the Company
recorded an unrealized loss on stock price guarantee of
($345,542).
-12-
Legal Matters
In the
normal course of business, the Company periodically becomes
involved in litigation. As of September 30, 2016, in the opinion of
management, the Company had no pending litigation that would have a
material adverse effect on the Company's consolidated financial
position, results of operations, or cash flows.
The
Company commenced on December 20, 2013 patent infringement
litigation against eBay, Inc. (Paid, Inc. v. eBay, Inc.; CV No.
4:13-cv-40151-TSH) in the United States District Court for the
District of Massachusetts Central Division. This litigation
has been settled pursuant to a Confidential Settlement and License
Agreement dated March 11, 2016. Under the agreement, the
Company received $53,500, which has been recorded in other income
in the condensed consolidated statements of operations, after costs
as full and final payment for such settlement of the lawsuit and
non-exclusive licensing of the Company’s patents. The
payment was received in full in April 2016.
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 lease, the Company has agreed to indemnify its
lessor 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 agreement. 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 consolidated balance sheets.
Common Stock
From
January 1, 2016 through September 30, 2016, the Company issued a
total of 2,057,142 shares of common stock for gross proceeds of
$180,000 from the exercise of warrants.
Share-based Incentive Plans
During
the period ended September 30, 2016, the Company had three stock
option plans that include both incentive and non-qualified options
to be granted to certain eligible employees, non-employee
directors, or consultants of the Company. 90,000 stock options were
granted to board members and an employee on April 1 and June 13,
2016.
During
the period ended September 30, 2016, the board of directors
approved the repricing of outstanding stock options held by members
of the board, management, employee and former employee to $0.0975
per share. The expense related to the repricing was not
significant. In addition to the repricing of the outstanding
options the board approved to vest any outstanding unvested options
for two employees.
-13-
On
September 1, 2016, the Company entered into an amalgamation
agreement with emergeIT Inc., an Ontario corporation to acquire
emergeIT and two new PAID subsidiaries (“Amalgamation
Agreement”). emergeIT (which does business as
“ShipTime”) is a cloud-based shipping platform bringing
individuals and small and medium sized businesses together with
many of the world’s leading carriers to save time and money.
emergeIT generates monthly recurring revenue through transactions
and “software as a service” offerings. It
currently serves in excess of 30,000 members in North America with
plans to expand its services into Europe and then worldwide.
The amalgamation, or merger, requires shareholder approval and is
expected to close, upon receipt of approval, in the fourth quarter
of 2016.
The
Company has evaluated subsequent events through the filing date 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 than as disclosed herein.
On November 9, 2016, the Company submitted its proxy to solicit
approval from its shareholders of the Amalgamation Agreement. The
results of solicitation have not been determined as of the date of
the filing of this Form 10-Q.
-14-
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 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, 2015 that was filed on March 30,
2016.
For
example, the Company's ability to achieve 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
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
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.
-15-
BeerRun
Software is a brewery management and Alcohol and Tobacco Tax and
Trade Bureau tax reporting software. Small craft brewers can
utilize the product to manage brewery schedules, inventory,
packaging, sales and purchasing. Tax reporting can be processed
with a single click and is fully customizable by state or
providence. The software is designed to integrate with QuickBooks
accounting platforms by using our powerful sync engine. We
currently offer two versions of the software BeerRun and BeerRun
Light which excludes some of the enhanced features of BeerRun
without disrupting the core functionality of the software.
Additional features include Brewpad and Kegmaster and can be added
on to the base product. Craft brewing is on the rise in the United
States and we feel that there is a large potential to grow this
portion of our business.
Significant Accounting Policies
Our
significant accounting policies are more fully described in Note 3
to our consolidated financial statements included in our Form 10-K
filed on March 30, 2016, 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, 2016 and
2015
.
The
following discussion compares the Company's results of operations
for the three months ended September 30, 2016 with those for the
three months ended September 30, 2015. 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,
|
||
|
|
2016
|
2016
|
%
Change
|
|
Entertainment
services
|
$
2,275
|
$
6,398
|
(64
)%
|
|
Brewery management
software
|
78,830
|
-
|
100
%
|
|
Shipping calculator
services
|
46,141
|
39,793
|
16
%
|
|
Total
revenues
|
$
127,246
|
$
46,191
|
175
%
|
Revenues increased
175% in the third quarter primarily from the addition of a new
segment of the Company that provides brewery management software
services.
-16-
Entertainment
service revenues decreased $4,123 or 64% to $2,275 in the third
quarter of 2016 compared to $6,398 in 2015. This decrease is a
result of our reduced volume of movie poster auction sales in the
third quarter.
Brewery
management software revenues are a new addition to our revenue
sources in 2016 resulting in an increase of revenues by
$78,830.
Shipping calculator
services revenue increased $6,348 or 16% to $46,141 in the third
quarter of 2016 compared to $39,793. The increase was largely
due to the second phase of our price increases that were
implemented in 2016.
Gross Profit
Gross
profit increased $87,708 or 262% in the third quarter of 2016 to
$121,223 compared to $33,515 in 2015. Gross margin increased 22
percentage points to 95% from 73% in the third quarter of 2015. The
increase in gross margin was mainly due to the limited number of
costs associated with our new brewery management software services
and the decreased fees as a result of changing to a new hosting
provider.
Operating Expenses
Total
operating expenses in the third quarter 2016 were $217,845 compared
to $218,377 in the third quarter 2015, a decrease of $532 or
0%.
Other Income (Expense), net
Net
other income (expense) in the third quarter of 2016 was ($8,696)
compared to ($485,116) in the same period of 2015, a decrease of
$476,420 or 98%. This is primarily attributable to the unrealized
loss on stock price guarantee of $12,812 in the third quarter of
2016 compared to $376,007 in the same period of 2015.
Net Loss
The
Company realized a net loss in the third quarter of 2016 of
($105,318) compared to a net loss of ($669,996) for the same period
in 2015. The loss for the third quarter of 2016 and 2015 represent
($0.10) per share.
Comparison of the nine months ended September 30, 2016 and
2015
The
following discussion compares the Company's results of operations
for the nine months ended September 30, 2016 with those for the
nine months ended September 30, 2015. 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.
-17-
Revenues
The
following table compares total revenue for the periods
indicated.
|
|
Nine Months
Ended
September
30,
|
||
|
|
2016
|
2015
|
%
Change
|
|
Entertainment
services
|
$
12,937
|
$
21,044
|
(39
)%
|
|
Brewery management
software
|
242,210
|
-
|
100
%
|
|
Shipping calculator
services
|
135,862
|
118,549
|
15
%
|
|
Total
revenues
|
$
391,009
|
$
139,593
|
180
%
|
Revenues increased
180% primarily from the additional revenue generated by the brewery
management software services.
Entertainment
service revenues decreased $8,107 or 39% to $12,937 compared to
$21,044 in 2015. This decrease is a result of our lower than
average movie poster auctions.
Brewery
management software revenues are a new addition to our revenue
sources in 2016 resulting in an increase of revenues by
$242,210.
Shipping calculator
services revenue increased $17,313 or 15% to $135,862 compared to
$118,549. The increase was largely due to the addition of
newly developed products for the AuctionInc platform and a price
increase that went into effect in 2016.
Gross Profit
Gross
profit increased $265,655 or 248% to $372,778 compared to $107,123
in 2015. Gross margin increased 18 percentage points to 95% from
77% in 2015. The increase in gross margin was mainly due to the
increase in revenues and limited number of costs associated with
our new brewery management software services.
Operating Expenses
Total
operating expenses in 2016 were $779,174 compared to $733,062 in
2015, an increase of 6%. The increase is partly due to the
increased expense associated with the operations of the brewery
management software segment and an increase in professional fees in
2016 related to the amalgamation agreement with
emergeIT.
Other Income (Expense), net
Net
other income in 2016 was $90,195 compared to an expense of
($455,137) in the same period of 2015, an increase of $545,332.
This is primarily attributable to the write down of other
receivables and the effects of the stock price recorded on the
guarantee in 2015.
Net Loss
The
Company realized a net loss in 2016 of ($317,008) compared to a net
loss of ($1,082,050) for the same period in 2015. The loss for 2016
and 2015 represent ($0.03) and ($0.16) per share,
respectively.
-18-
Cash
Flows from Operating Activities
A
summarized reconciliation of the Company's net loss to cash and
cash equivalents used in operating activities for the nine months
ended September 30, 2016 and 2015 is as follows:
|
|
2016
|
2015
|
|
Net
loss
|
$
(317,008
)
|
$
(1,082,050
)
|
|
Depreciation and
amortization
|
77,179
|
9,662
|
|
Gain on sale of
property and equipment
|
(2,179
)
|
-
|
|
Write down of other
receivable
|
-
|
108,961
|
|
Share-based
compensation
|
41,814
|
150,999
|
|
Unrealized gain on
stock price guarantee
|
(28,541
)
|
345,542
|
|
Changes in current
assets and liabilities
|
70,955
|
(54,468
)
|
|
Net cash used in
operating activities
|
$
(157,780
)
|
$
(521,354
)
|
Working
Capital and Liquidity
The
Company had cash and cash equivalents of $121,013 at September 30,
2016, compared to $123,913 at December 31, 2015. The Company had a
negative working capital of ($935,879) at September 30, 2016, a
decrease of $18,015 compared to ($917,864) at December 31, 2015.
The decrease in working capital is attributable to the decrease in
the value of the stock price and its effect on the stock price
guarantee liability.
The
Company may need an infusion of additional capital to fund
anticipated operating costs over the next 12 months. Although there
is substantial doubt about the Company’s ability to continue
as a going concern, management believes that the Company has
adequate cash resources to fund operations during the next 12
months. However, there can be no assurance that anticipated growth
in new business will occur, and that the Company will be successful
in substantially increasing its revenues. Management continues to
seek alternative sources of capital to support
operations.
As a
smaller reporting company, the Company is not required to provide
the information for this Item 3.
Evaluation
of Disclosure Controls and Procedures
The
Company's management, including the President and Chief Executive
Officer of the Company, as its principal executive officer, and the
Chief Financial Officer of the Company, as its principal financial
officer, have 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 President, Chief Executive Officer
and Chief Financial Officer concluded that, as of September 30,
2016, 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 financial officer, as appropriate to allow timely
decisions regarding required disclosure.
-19-
The
Company has identified six material weaknesses in internal control
over financial reporting as described in the Company's Form 10-K
for the year ended December 31, 2015.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting
during the quarter ended September 30, 2016 that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
In the
normal course of business, the Company periodically becomes
involved in litigation. As of September 30, 2016, in the
opinion of management, the Company had no material pending
litigation other than ordinary litigation incidental to the
business.
The
Company commenced on December 20, 2013 patent infringement
litigation against eBay, Inc. (Paid, Inc. v. eBay, Inc.; CV No.
4:13-cv-40151-TSH) in the United States District Court for the
District of Massachusetts Central Division. This litigation
has been settled pursuant to a Confidential Settlement and License
Agreement dated March 11, 2016. Under the agreement, the
Company received $53,500 after costs as full and final payment for
such settlement of the lawsuit and non-exclusive licensing of the
Company’s patents. The payment was received in full in April
2016.
There
are no material changes for the risk factors previously disclosed
on Form 10-K for the year ended December 31, 2015.
None.
None.
Not
Applicable.
None.
-20-
|
E
xhibit
No.
|
|
Description
|
|
31.1
|
|
CEO Certification
required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
31.2
|
|
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
|
|
1
01.INS
XBRL
|
|
Instance Document
(filed herewith)
|
|
101.SCH
XBRL
|
|
Taxonomy Extension
Schema (filed herewith)
|
|
101.CAL
XBRL
|
|
Taxonomy Extension
Calculation Linkbase (filed herewith)
|
|
101.DEF
XBRL
|
|
Taxonomy Extension
Definition Linkbase (filed herewith)
|
|
101.LAB
XBRL
|
|
Taxonomy Extension
Label Linkbase (filed herewith)
|
|
101.PRE
XBRL
|
|
Taxonomy Extension
Presentation Linkbase (filed herewith)
|
-21-
S
IGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
|
PAID,
INC.
|
|
|
|
Registrant
|
|
|
|
|
|
|
Date:
November 14, 2016
|
By:
|
/s/ W. Austin
Lewis, IV
W.
Austin Lewis, IV, President, CEO and CFO
(Principal
Executive, Financial and Accounting Officer)
|
|
|
|
|
-22-
LIST OF EXHIBITS
|
E
xhibit
No.
|
|
Description
|
|
31.1
|
|
CEO Certification
required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
31.2
|
|
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
|
|
1
01.INS
XBRL
|
|
Instance Document
(filed herewith)
|
|
101.SCH
XBRL
|
|
Taxonomy Extension
Schema (filed herewith)
|
|
101.CAL
XBRL
|
|
Taxonomy Extension
Calculation Linkbase (filed herewith)
|
|
101.DEF
XBRL
|
|
Taxonomy Extension
Definition Linkbase (filed herewith)
|
|
101.LAB
XBRL
|
|
Taxonomy Extension
Label Linkbase (filed herewith)
|
|
101.PRE
XBRL
|
|
Taxonomy Extension
Presentation Linkbase (filed herewith)
|
-23-
TABLE OF CONTENTS
Part I F Inancial InformationItem 1. Financial StatementsNote 1. Organization and Significant Accounting PoliciesNote 2. Accrued ExpensesNote 3. Intangible AssetsNote 4. Commitments and ContingenciesNote 5. Shareholder S DeficitNote 6. Amalgamation AgreementNote 7. Subsequent EventsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits