10-K 1 v372578_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K

 

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2013 or

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                                   to                                                 

 

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, Massachusetts 01581

(Address of Principal Executive Offices) (Zip Code)

 

(617) 861-6050

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered under Section 12(b) of the Act:

 

None

 

 

Securities registered under Section 12(g) of the Act:

 

Common Stock, $0.001 Par Value

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes o     No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes o     No þ

 

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 þ     No o

 

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 (§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 þ   No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ  

 

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):

  

Large accelerated filer ¨ Accelerated Filer o Non-accelerated filer o Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

 

The aggregate market value of the common stock held by non-affiliates of the registrant based on the last sale price of such stock as reported by the Over-the-Counter Bulletin Board on June 30, 2013 (the last business day of the Registrant's most recently completed second fiscal quarter) was approximately $22,800,000. For purposes of this calculation, it has been assumed that all shares of the registrant's common stock held by directors, executive officers and shareholders beneficially owning five percent or more of the registrant's common stock are held by affiliates. The treatment of these persons as affiliates for purposes of this calculation is not conclusive as to whether such persons are, in fact, affiliates of the registrant.

 

As of March 31, 2014, the registrant had 328,874,050 shares of Common Stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

No documents are incorporated by reference into this Annual Report except those Exhibits so incorporated as set forth in the Exhibit Index.

 

 
 

 

 

 

PAID, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2013

 

TABLE OF CONTENTS

 

 

PART I  
       
  Item 1. Business 1
  Item 1A. Risk Factors 4
  Item 1B. Unresolved Staff Comments 12
  Item 2. Properties 12
  Item 3. Legal Proceedings 12
  Item 4. Mine Safety Disclosure 12
       
PART II  
       
  Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer 12
    Purchases of Equity Securities 13
  Item 6. Selected Financial Data 13
  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
  Item 7A. Quantitative and Qualitative Disclosure about Market Risk 18
  Item 8. Financial Statements and Supplementary Data 18
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18
  Item 9A. Controls and Procedures 18
  Item 9B. Other Information 23
       
PART III  
       
  Item 10. Directors, Executive Officers and Corporate Governance 23
  Item 11. Executive Compensation 24
  Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26
  Item 13. Certain Relationships and Related Transactions and Director Independence 27
  Item 14. Principal Accountant Fees and Services 27
       
PART IV  
       
  Item 15. Exhibits and Financial Statement Schedules 28
  Signatures 29
  Exhibit Index 30
     

 

 
 

 PART I

 

Forward Looking Statements

 

This Annual Report on Form 10-K contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding PAID, Inc. (“PAID”, the “Company”, “we”, “us”, “our”) 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, purchases of equipment, credit arrangements, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

 

Although forward-looking statements in this Annual Report reflect the good faith judgment of the Company's management, such statements can be based only on facts and factors currently known by the Company. Further, whether actual results will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties, including the risks and uncertainties discussed in this Annual Report; general economic, market, or business conditions; the opportunities that may be presented to and pursued by us; competitive actions by other companies; changes in laws or regulations; and other circumstances, many of which are beyond our control. Thus, actual results and outcomes may differ materially from results and outcomes discussed in this report. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that its plans, intentions or expectations will be achieved. For a more complete discussion of these risk factors, see Item 1A, "Risk Factors".

 

For example, the Company's ability to 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, tour or event cancellations, 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 by others, the Company's failure to attract sufficient interest in and traffic to its sites, the Company's inability to complete development of its sites, 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 Annual Report, which attempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

Item 1. Business

 

Overview

 

PAID was incorporated in Delaware on August 9, 1995. The Company's main web address is located at www.paid-corp.com, which offers updated information on various aspects of our operations. Information contained in the Company's website shall not be deemed to be a part of this Annual Report. The Company's principal executive offices are located at 200 Friberg Parkway, Westborough, Massachusetts 01581, and the Company's telephone number is (617) 861-6050.

 

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission (the “SEC”). These reports, any amendments to these reports, proxy and information statements and certain other documents we file with the SEC are available through the SEC's website at www.sec.gov or free of charge on our website as soon as reasonably practicable after we file the documents with the SEC. The public may also read and copy these reports and any other materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. 

 

Our Business

 

AuctionInc Software. AuctionInc 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 application was designed originally to reduce overhead costs for auction sales, but over time the functionality and core business is strictly focused on shipping and tax calculations. 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.

 

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The AuctionInc system was originally designed to assist and improve just the Company's sales, but management realized that there was a need for an order management system for individuals and businesses that sell on the Internet, specifically at auctions and sites with multiple sellers. In 2000 the Company's technology team focused its attention on the core fundamental piece of the system called the Shipping Calculator. The Company recognized the potential importance of the calculator and filed for a patent before launching it to the public in April 2002. The Company obtained its first patent on the shipping calculator in January 2008, the second patent in April 2011, the third patent in January 2013, the fourth patent in August 2013 and a fifth patent in January 2014. Additional patents are pending. The product is modular based and we continue to develop new tools and products for our customers. We feel that our patents are very valuable and we hope to license them at a fair price to generate revenue for the Company.  In addition to this strategy we also have ongoing litigation (Paid vs. eBay) in the U.S. District Court of Massachusetts.  Our goal is to develop a robust licensing program to generate revenues for the Company.

 

Previously, the Company's primary focus was to provide brand-related services to businesses and celebrity clients in the entertainment industry as well as charitable organizations. PAID's brand management, brand marketing, social media marketing, product design and merchandising, website design, development and hosting services were designed to grow each client's customer base in size, loyalty and revenue generation. We offered entertainers and business entities comprehensive web-presence and related services supporting and managing clients' official websites and fan-community services including e-commerce, VIP ticketing, live event fan experiences, user-generated content, client content publishing and distribution, fan forums, social network management, social media marketing, customer data capture, management and analysis. PAID's brand support services also included design and production of print and promotion marketing materials for client branded products and events. In addition to sourcing, designing and marketing, PAID sold merchandise for celebrities and businesses, through official website stores and other web-based outlets as well as on-tour and retail outlets. Our celebrity services proprietary content management system and our use of both off-the-shelf best of class and proprietary software applications provided an opportunity for our clients to offer a Direct-To-Consumer solution enabling more information, merchandise and experiences directly to their customers and communities while optimizing our ability to capture customer data and build robust customer data-bases for them. We provided business management tools for online retailers, through AuctionInc, which is home to our patented shipping calculator and automated auction checkout and order processing system. This system provides the fundamental structure for our celebrity web hosting and development services, and for individuals seeking a professional and interactive presence on the Internet.

 

All the sales for our celebrity and entertainment services, other than retail and tour merchandise, were made through the client's official website and official social network site and PAID's proprietary content managed system. A customer interested in a membership, merchandise, fan experience or ticket used our system to make purchases, and then depending on the sale, the Company either shipped the merchandise, or delivered the fan experience at a concert or other event. The services offered by a client depended upon the client's desire and willingness to offer different initiatives. Not all clients and customer bases were the same and the Company worked closely with its different clients to cater to their unique needs. Our services also included marketing, management, sponsorship, mobile marketing, and website development and management. We provided services for artists and organizations such as Aerosmith, The Moody Blues, Stand Up 2 Cancer and others.

 

Industry Background

 

Growth of the Internet

 

The Internet enables millions of people worldwide to share information, communicate and conduct business electronically. The growth in the number of Web users is being driven by the increasing importance of the Internet as a communications medium, an information resource, and a sales and distribution channel. The Internet has also evolved into a unique marketing channel. Unlike the traditional marketing channels, Internet retailers do not have many of the overhead costs borne by traditional retailers. The Internet offers the opportunity to create a large, geographically dispersed customer base more quickly than traditional retailers. The Internet also offers customers a broader selection of goods to purchase, provides sellers the opportunity to sell their goods more efficiently to a broader base of buyers and allows business transactions to occur at all hours.

 

State of Viral Communities on the Internet

 

The massive growth of online communities over the past decade has reached viral proportions. Internet communities are built revolving around ideas, music, individuals, artists, writers, or any tangible or intangible entity, and new content can be distributed within minutes of exposure. Artists can announce tours or other news, sell premium tickets to fan club members, sell merchandise, and other fan experiences. Viral communities and viral marketing are a phenomenon that web users are embracing with vigor. As traffic and communities continue to grow, more services will be required to sustain the appetite of these users.

 

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Business Strategy

 

Our mission is to grow our product lines and services related to our shipping and tax calculators as well as our ecommerce products.

 

Our strategy during 2013 was to streamline our Direct-to-Consumer marketing, ecommerce and fulfillment services, celebrity web-hosting, merchandising, and fan experience programs, through our relationship with MCN. We continued to take advantage of our customer relationship management tools to developed and facilitate the capture, analysis and management of customer data. We utilized this information to increase our VIP revenues, ecommerce sales, and grow our fulfillment income.

 

We believe that by knowing the consumer better, we are able to turn consumers into customers. By targeting the customer with greater accuracy, delivering messages the customer has expressed interest in receiving, the Company can offer our customers and our clients' customers products and services they want to buy. Loyal customers engage in greater numbers and when incented by contests, VIP experiences, various promotions and product discounts, loyal fans/customers are willing to share information about themselves, their likes, dislikes, affiliations and consumer behaviors.

 

In providing our services, our business plan included the payment of advances to some clients on merchandise and VIP programs and appearances, and recoupment of those advances from the artists' and celebrities' share of profits, as agreed upon in any agreement with the artist or celebrity.

 

The business strategy described above is intended to enhance our opportunities in the online e-commerce market. However, there are a number of factors that may impact our plans and inhibit our success. See “Risk Factors” included in Item 1A. Therefore, we have no guarantees and can provide no assurances, that our plans will be successful.

 

Marketing and Sales

 

Successful branding of our corporate identity and services is the key to our success. We changed our name to PAID, Inc. at the end of 2003 and have consolidated our websites and brands under one Internet presence.

 

In 2013 we looked to streamline and focus our resources on cutting edge technology to drive the awareness and to deliver our products and services to a larger audience. Promoting and marketing PAID's celebrity services have been delivered by using various mediums of marketing; social engine marketing; search engine optimization, email marketing, social media marketing, and public relations methods. Networking and referral business is a large portion of sales and marketing for these types of services. We also will be supporting our proprietary content management system, and continuing to invest in our shipping calculator products.

 

The Company will continue to market AuctionInc throughout 2014. In the past, representatives of the Company attended trade shows, events and conferences to analyze the potential for AuctionInc and to expand the Company's marketing base. Based on experience with existing partnerships that promote AuctionInc, the Company believes that creating partnerships is an effective marketing tool to promote and encourage new registrations. The Company will continue to seek new partnerships. The Company may promote the AuctionInc product line in trade publications to reach small and midsize companies.

 

Although we believe that this marketing strategy, if successful, will lead to increased revenues, and attract more users to our site, we have no commitments that our marketing will be successful or our sales will increase. There are a number of factors that may impact our plans and inhibit our success. See “Risk Factors” included in Item 1A. Therefore, we have no guarantees and can provide no assurances that our plans will be successful.

 

Revenue Sources

 

In 2013, our revenues were derived from our online merchandise and fulfillment operations, our relationship with Music City Networks (“MCN”), shipping calculator services, client services and touring programs. We expect that this revenue model will decline in 2014, as we refocus on AuctionInc. See “Risk Factors” included in Item 1A. We have no guarantees and can provide no assurances, that our plans will be successful.

 

Competition

 

Our web hosting software program, AuctionInc software suite, is proprietary. We received five patents related to our online auction shipping and tax calculators in January 2008, April 2011, January 2013, August 2013 and January 2014. We do not have any other patents for our designs or innovations and we may not be able to obtain copyright, patent or other protection for our proprietary technologies or for the processes developed by our employees. Legal standards relating to intellectual property rights in computer software are still developing and this area of the law is evolving with new technologies. Our intellectual property rights do not guarantee any competitive advantage and may not sufficiently protect us against competitors with similar technology. We believe that our products and other proprietary rights do not infringe on the proprietary rights of third parties. However, there can be no assurance that third parties will not assert infringement claims against us in the future with respect to current or future products or other works of ours. This assertion may require us to enter into royalty arrangements or result in costly litigation.

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We also utilize free open-source technology in certain areas. Unlike proprietary software, open-source software has publicly available source code and can be copied, modified and distributed with minimal restrictions. The client websites we build are developed on a Coldfusion proprietary content management and ecommerce engine. We use open source software and technology as well to support the growing social and viral opportunities on the Internet. By using 'best-of-breed' products and tools we can maximize our clients’ opportunities while minimizing our costs, which we are able to pass on to our customers.

 

Research and Development

 

Over the past 2 years the Company has not made additional investments in research and development.

 

Employees

 

As of March 31, 2014, the Company currently has 5 full time equivalent employees. We have no collective bargaining agreements and consider the relationship with our employees to be good.

 

 

 

Government Regulation

 

We are not currently subject to direct federal, state or local regulation, and laws or regulations applicable to access or commerce on the Internet, other than regulations applicable to businesses generally. However, due to the increasing popularity and use of the Internet and other online services, it is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security.

 

 

Item 1A. Risk Factors

 

You should carefully consider the risks and uncertainties described below before deciding to invest in shares of our common stock. If any of the following risks or uncertainties actually occurs, our business, prospects, financial condition and operating results would likely suffer, possibly materially. In that event, the market price of our common stock could decline and you could lose all or part of your investment.

 

Risks Relating to the Company

 

We have experienced significant operating losses.

 

Our business and prospects must be considered in light of the risks, expenses and difficulties that are inherent in our business. The risks include:

 

•our ability to anticipate and adapt to a developing market;

 

•our ability to engage musical artists and celebrities and name brands, to service a sustainable fan base for each musical artist and celebrity, and to sell merchandise, VIP tickets, fan experiences and other services;

 

•dependence upon the level of hits to our artists' sites and on sites that we use to sell our products and services;

 

•the popularity and success of the artists and name brands who receive our services;

 

•artist tour activities and fan attendance;

 

•our ability to recoup any advance paid to an artist or celebrity for merchandise, artist appearances, and VIP programs;

 

•our ability to engage organizations for web site development and sponsorship;

 

•our ability to market, license and enforce our patented shipping calculator; and

 

•development of equal or superior Internet portals, auctions and related services by competitors.

 

To address these risks, we must, among other things, successfully market celebrities, musical artists, and name brands and service their fan or consumer base, increase traffic to their web sites, maintain our customer base, attract significant numbers of new customers and clients, respond to competitive developments, and continue to develop and upgrade our technologies. We cannot offer any assurances that we will be successful in addressing these risks.

 

We incurred substantial losses each year since 1999. There can be no assurance that we will be profitable in the future.

 

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Our capital is limited and we may need additional financing to continue operations.

 

We require substantial working capital to fund our business. If we are unable to obtain financing in the amounts desired and on acceptable terms, or at all, or issue stock, we could be required to reduce significantly the scope of our expenditures or limit our ability to engage an artist, which would have a material adverse effect on our business potential and the market price of our common stock. If we raise additional funds by issuing equity securities, our shareholders will be further diluted. Based on our cash position as of December 31, 2013, we may need additional capital to fund our anticipated operating expenses over the next 12 months. If we require additional funding, there can be no assurances that the financing will be obtained, or if obtained, that funding will be obtained on reasonably acceptable terms.

 

We are unable to guarantee that the marketplace will accept our software products.

 

The software markets are characterized by rapid technological change, frequent new product enhancements, uncertain product life cycles, changes in customer demands and evolving industry standards. Our software products could be rendered obsolete if products based on new technologies are introduced or new industry standards emerge, or if we do not obtain adequate intellectual property protection. We are unable to provide any assurances that the marketplace will accept our software products and services, or that we will be able to provide these products and services at a profit. 

 

Our operating results are unpredictable and are expected to fluctuate in the future.

 

You should not rely on the results for any period as an indication of future performance. Our operating results are unpredictable and are expected to fluctuate in the future due to a number of factors, many of which are outside our control. These factors beyond our control include:

 

•our ability to engage well known celebrities, musical artists, and businesses in the entertainment industry with name brands for merchandise sales, web site and fan management, as well as other entities for web site development and sponsorship;

 

•our ability to engage celebrities for ticket sales services;

 

•our ability to significantly increase our customer base and traffic to our web sites, manage our inventory mix and the mix of products offered, liquidate our inventory in a timely manner, maintain gross margins, and maintain customer satisfaction;

 

•our ability to market and sell our software products;

 

•the availability and pricing of merchandise from vendors;

 

•consumer confidence in encrypted transactions in the Internet environment;

 

•the timing, cost and availability of advertising on our web sites and other entities' web sites;

 

•popularity of celebrities;

 

•the announcement or introduction of new types of services or products by our competitors;

 

•technical difficulties with respect to consumer and fan use of our web sites;

 

•governmental regulation by federal or local governments; and

 

•general economic conditions and economic conditions specific to the Internet and electronic commerce.

 

As a strategic response to changes in the competitive environment, we may from time to time make certain service, marketing or supply decisions or acquisitions that could have a material adverse effect on our results of operations and financial condition. In 2013, our revenues were derived from our celebrity services, shipping calculator services, fulfillment services, and ticketing and fan experiences.

 

The successful operation of our business depends upon the supply of critical technology elements from other third parties, including our Internet service provider and technology licensors.

 

Our operations depend on a number of third parties for Internet/telecom access, delivery services, and software services. We have limited control over these third parties and no long-term relationships with any of them. We rely on an Internet service provider to connect our web sites to the Internet. From time to time, we have experienced temporary interruptions in our web sites connection and also our telecommunications access. We license technology and related databases from third parties for certain elements of our properties. Furthermore, we are dependent on hardware suppliers for prompt delivery, installation, and service of servers and other equipment to deliver our products and services. Our internally developed software depends on an operating system, database and server software that was developed and produced by and licensed from third parties. We have from time to time discovered errors and defects in the software from these third parties and, in part, rely on these third parties to correct these errors and defects in a timely manner. Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services could negatively impact our relationship with users and adversely affect our brand and our business, and could expose us to liabilities to third parties.

 

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We rely on third parties for our order fulfillment, and failures on the part of these third parties could harm our business.

 

We use overnight courier and delivery services for substantially all of our merchandise and products. We use third party manufacturers to produce our merchandise. Should these vendors be unable to deliver our products for a sustained time period as a result of a strike, war, act of terrorism, business failure, or other reason, our business, results of operations and financial condition would be adversely affected. If, due to computer systems failures or other problems related to these third-party service providers, we experience any delays in shipment, our business, results of operations and financial condition would be adversely affected.

 

Our failure to manage growth could place a significant strain on our management, operational and financial resources.

 

Growth places a significant strain on our management, operational and financial resources, and has placed significant demands on our management, which currently includes one executive officer. In order to manage growth, we will be required to expand existing operations, particularly with respect only to customer service and merchandising, to improve existing and implement new operational, financial and inventory systems, procedures and controls.

 

We have experienced a significant strain on our resources because of:

 

•the need to manage relationships with our clients, including musical artists, businesses in the entertainment industry with name brands, and other celebrities;

 

•the need to manage relationships with various technology licensors, advertisers, other web sites and services, Internet service providers and other third parties;

 

•difficulties in retaining skilled personnel necessary to support our businesses;

 

•the need to train and manage our employee base; and

 

•pressures for the continued development of our financial and information management systems.

 

Difficulties we may encounter in dealing successfully with the above risks could seriously harm our operations. We cannot offer any assurance that our current personnel, systems, procedures and controls will be adequate to support our future operations or that management will be able to identify, hire, train, retain, motivate and manage required personnel.

 

Our Company's success still depends upon the continued services of its current management and other relationships.

 

We are substantially dependent on the continued services of our key executive officer, W. Austin Lewis, IV, as President, CEO, and CFO. Mr. Lewis has specialized knowledge and skills with respect to our Company and our operations and relationships with our clients. As a result, if Mr. Lewis were to leave our Company, we could face substantial difficulty in hiring qualified successors and could experience a loss in revenue while any successor obtains the necessary training and experience or builds new relationships. We do not maintain any key person life insurance.

 

Loss of our key relationships, management and other personnel could result in the loss of key tours.

 

The live music business is uniquely dependent upon personal relationships, as promoters and executives leverage their existing network of relationships with artists, agents and managers in order to secure the rights to the live music tours and events which are critical to our success. We rely heavily on a very small amount of client managers to retain and manage a large amount of our clients. Due to the importance of those industry contacts to our business, the loss of any of our officers, relationships or other key personnel could adversely affect our operations.

 

Our Company's success will depend on our ability to attract and retain qualified personnel.

 

We believe that our future success will depend upon our ability to identify, attract, hire, train, motivate and retain other highly skilled managerial, merchandising, accounting, technical consulting, marketing and customer service personnel. We cannot offer assurances that we will be successful in attracting, assimilating or retaining the necessary personnel, and the failure to do so could have a material adverse effect on our business.

 

Our success depends upon market awareness of our brand.

 

Development and awareness of our Company will depend largely on our success in increasing our customer and client base. If vendors do not perceive us as an effective marketing and sales channel for their merchandise, or artists do not perceive our Company as offering an entertaining and desirable way to purchase services and merchandise through websites we develop, we may be unsuccessful in promoting and maintaining our brand. If celebrities, musical artists or sports figures do not recognize or trust our name, they will be less likely to engage us for our services. To attract and retain customers and to promote and maintain our Company in response to competitive pressures, we may find it necessary to increase our marketing, networking, and advertising budgets and otherwise to increase substantially our financial commitment to creating and maintaining brand loyalty among vendors, clients and consumers. We will need to continue to devote substantial financial and other resources to increase and maintain the awareness of our online brands among web site users, advertisers and e-commerce entities that we have advertising relationships with through:

 

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•web advertising, marketing, and social media;

 

•traditional media advertising campaigns; and

 

•providing a high quality user experience.

 

Our results of operations could be seriously harmed if our investment of financial and other resources, in an attempt to achieve or maintain a leading position in Internet commerce or to promote and maintain our brand, does not generate a corresponding increase in net revenue, or if the expense of developing and promoting our online brands becomes excessive.

 

System failures could result in interruptions in our service, which could harm our business.

 

A key element of our strategy is to generate a high volume of traffic to, and use of, our web sites, and the web sites that we manage. Accordingly, the satisfactory performance, reliability and availability of these web sites, transaction processing systems, network infrastructure and delivery and shipping systems are critical to our operating results, as well as our reputation and our ability to attract and retain customers and maintain adequate customer service levels.

 

We periodically have experienced minor systems interruptions, including Internet disruptions. Some of the interruptions are due to upgrading our equipment to increase speed and reliability. During these upgrades the outages have generally lasted for a few hours, and even longer, on occasion. Any systems interruptions, including Internet disruptions, which result in the unavailability of these web sites or reduced order fulfillment could harm our business. In addition to placing increased burdens on our engineering staff, these outages create a large number of user questions and complaints that need to be responded to by our personnel. We cannot offer assurances that:

 

•we will be able to accurately project the rate or timing of increases if any, in the use of our web sites;

 

•we will be able to expand and upgrade on a timely basis our systems and infrastructure to accommodate increases in the use of these web sites;

 

•we will have uninterrupted access to the Internet;

 

•our users will be able to reach these web sites;

 

•communications via these web sites will be secure;

 

•we or our suppliers' network will be able to timely achieve or maintain a sufficiently high capacity of data transmission, especially if the customer usage of these web sites increases.

 

Any disruption in the Internet access to our web sites or any systems failures could significantly reduce consumer demand for our services, diminish the level of traffic to our web sites, impair our reputation and reduce our commerce and advertising revenues.

 

We do not have redundant systems, a disaster recovery plan or alternate providers with respect to our communications hardware and computer hardware.

 

Our main servers are located within 15 minutes from our corporate headquarters. Our Massachusetts facilities are not protected from fire, flood, power loss, telecommunication failure, break-in and similar events. We do not presently have fully redundant systems, a formal disaster recovery plan or alternative providers of hosting services. A substantial interruption in these systems would have a material adverse effect on our business, results of operations and financial condition.

 

Our servers are also vulnerable to computer viruses, physical or electronic break-ins, attempts by third parties to deliberately exceed the capacity of our systems and similar disruptive problems. Computer viruses, break-ins or other problems caused by third parties could lead to interruptions, delays, loss of data or cessation in service to users of our services and products and could seriously harm our business and results of operations.

 

There are certain provisions of Delaware law that could have anti-takeover effects.

 

Certain provisions of Delaware law and our Certificate of Incorporation, and Bylaws could make an acquisition of our Company by means of a tender offer, a proxy contest or otherwise, and the removal of our incumbent officers and directors more difficult. Our Certificate of Incorporation and Bylaws do not provide for cumulative voting in the election of directors. Our Bylaws include advance notice requirements for the submission by stockholders of nominations for election to the Board of Directors and for proposing matters that can be acted upon by stockholders at a meeting.

 

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We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”), which will prohibit us from engaging in a “business combination” with an “interested stockholder” for three years after the date of the transaction in which the person became an interested stockholder unless the business combination is approved in a prescribed manner. Generally, a "business combination" includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status, did own) 15% or more of a corporation's voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders. Section 203 could adversely affect the ability of stockholders to benefit from certain transactions, which are opposed by the Board or by stockholders owning 15% of our common stock, even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

 

Our success is dependent in part on our ability to obtain and maintain proprietary protection for our technologies and processes.

 

Our most important intellectual property relates to the software for our AuctionInc products, our web-hosting services and our research center. We do not have any patents or patent applications for our designs or innovations, except for our patent with respect to our online auction shipping and tax calculator. We may not be able to obtain copyright, patent or other protection for our proprietary technologies or for the processes developed by our employees. Legal standards relating to intellectual property rights in computer software are still developing and this area of the law is evolving with new technologies. Our intellectual property rights do not guarantee any competitive advantage and may not sufficiently protect us against competitors with similar technology.

 

As part of our confidentiality procedures, we generally enter into agreements with our employees and consultants and limit access to and distribution of our software, documentation and other proprietary information. We cannot offer assurances that the steps we have taken will prevent misappropriation of our technology or that agreements entered into for that purpose will be enforceable. Notwithstanding the precautions we have taken, it might be possible for a third party to copy or otherwise obtain and use our software or other proprietary information without authorization or to develop similar software independently. Policing unauthorized use of our technology is difficult, particularly because the global nature of the Internet makes it difficult to control the ultimate destination or security of software or other data transmitted. The laws of other countries may afford our Company little or no effective protection of its intellectual property. Because our success in part relies upon our technologies, if proper protection is not available or can be circumvented, our business may suffer.

 

Intellectual property infringement claims would harm our business.

 

We may in the future receive notices from third parties claiming infringement by our software or other aspects of our business. Any future claim, with or without merit, could result in significant litigation costs and diversion of resources, including the attention of management, and require us to enter into royalty and licensing agreements, which could have a material adverse effect on our business, results of operations and financial condition. Royalty and licensing agreements, if required, may not be available on terms acceptable to the Company or at all. In the future, we may also need to file lawsuits to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. This litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on our business, results of operations and financial condition.

 

Our success is dependent on licensed technologies.

 

We rely on a variety of technologies that we license from third parties. We license some of our software from third party vendors. We have two perpetual licenses for the proprietary software eCMS and acquired the source codes for the software. We also rely on encryption and authentication technology licensed from a third party through an online user agreement to provide the security and authentication necessary to effect secure transmission of confidential information.

 

We cannot make any assurances that these third-party technology licenses will continue to be available to us on commercially reasonable terms. Although no single software vendor licensor provides us with irreplaceable software, the termination of a license and the need to obtain and install new software on our systems would interrupt our operations. Our inability to maintain or obtain upgrades to any of these technology licenses could result in delays in completing our proprietary software enhancements and new developments until equivalent technology could be identified, licensed or developed and integrated. These delays would materially and adversely affect our business, results of operations and financial condition.

 

We may be exposed to liability for content retrieved from our web sites.

 

Our exposure to liability from providing content on the Internet is currently uncertain. Due to third party use of information and content downloaded from our web sites, we may be subject to claims relating to:

 

•the content and publication of various materials based on defamation, libel, negligence, personal injury and other legal theories;

 

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•copyright, trademark or patent infringement and wrongful action due to the actions of third parties; and

 

•other theories based on the nature and content of online materials made available through our web sites.

 

Our exposure to any related liability could result in us incurring significant costs and could drain our financial and other resources. We do not maintain insurance specifically covering these claims. Liability or alleged liability could further harm our business by diverting the attention and resources of our management and by damaging our reputation in our industry and with our customers.

 

The Company may be exposed to potential risks relating to our significant deficiencies and material weaknesses in our internal controls over financial reporting.

 

As directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), the Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the Company's internal control over financial reporting in their annual reports, including Form 10-K. We have identified significant deficiencies and material weaknesses in our internal controls and have taken steps to remediate them as cost-effectively as possible. Based on these significant deficiencies and material weaknesses, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain equity or debt financing could suffer.

 

Risks Associated With Our Industry

 

The market for online services is intensely competitive with low barriers to entry.

 

The market for Internet products and services is very competitive. Barriers to entry are relatively low, and current and new competitors can launch new sites at a relatively low cost using commercially available software. We currently or potentially compete with a variety of other companies depending on the type of merchandise and sales format offered to customers. These competitors include:

 

•other companies that manage celebrity web sites or that sell concert tour tickets online, such as Live Nation/Ticketmaster/VIP Nation, MusicToday, Ground Control, Artist Arena, and FanAsylum;

 

•a number of indirect competitors that specialize in electronic commerce or derive a substantial portion of their revenue from electronic commerce, including Internet Shopping Network, Google, Shopping.com, Amazon and Ebay;

 

•a variety of other companies that offer merchandise similar to ours but through physical auctions and with which we compete for sources of supply.

 

We believe that the principal competitive factors affecting our market are the ability to engage celebrities, musical artists, and businesses in the entertainment industry with name brands, the tour activities of our musical artists, and ability to attract customers at favorable customer acquisition costs, operate the web sites in an uninterrupted manner and with acceptable speed, provide effective customer service and obtain merchandise at satisfactory prices. We cannot offer any assurances that we can maintain our competitive position against current and potential competitors, especially those with greater financial, marketing, customer support, technical and other resources.

 

Current competitors have established or may establish cooperative relationships among themselves or directly with celebrities, and musical artists, and with vendors to obtain exclusive or semi-exclusive sources of merchandise. Accordingly, it is possible that new competitors or alliances may emerge and rapidly acquire market share. Increased competition is likely to result in reduced operating margins, loss of market share and a diminished brand franchise, any one of which could materially adversely affect our business, results of operations and financial condition. Many of our current and potential competitors have significantly greater financial, marketing, customer support, technical and other resources than the Company. As a result, these competitors may be able to secure merchandise from vendors on more favorable terms than we can, and they may be able to respond more quickly to changes in customer preferences or to devote greater resources to the development, promotion and sale of their merchandise than we can.

 

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Our success in providing services and merchandise depends upon the popularity of the musical artist, celebrity, and other entities that we serve.

 

We provided a full line of services for musical artists, and celebrities, as well as other entities with name brands, including sales of merchandise, online ticketing and fan experiences, and a fan web site. Our success depends in part on the level of popularity of a particular artist, the depth of the fan base, and the continued popularity of the artist. The Company can be adversely affected, and incur substantial loss of revenue, if an entire tour, or one or more shows within a tour, is terminated due to lack of interest, illness, death, or for any other reason. In the event that a show or tour is canceled or postponed, the Company may incur losses for that show, or fail to recoup any advance monies paid to the artist. In addition, we may not be able to obtain sufficient insurance coverage at reasonable costs to adequately protect us against the death, disability or other failure of such artists to continue engaging in revenue-generating activities under those arrangements.

 

Any inability to fund the significant up-front cash requirements associated with our touring business could result in the loss of key tours.

 

To secure a tour, including global tours by major artists, or to establish a relationship, we are often asked to advance funds to the artist or celebrity prior to the sale of any tickets for that tour. If we do not have sufficient cash on hand or capacity under any credit agreement to obtain cash to advance the necessary funds for any given tour, we would not be able to secure the artist and our revenue would be negatively impacted.

 

The live entertainment business is highly sensitive to public tastes and dependent on our ability to secure popular artists and other live entertainment events, and we may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for our services.

 

Our ability to generate revenue from our entertainment operations is highly sensitive to rapidly changing public tastes and dependent on the availability of popular artists, brands and events. Our success depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to create and perform live entertainment content, such as concerts, musical performances, or appearances, any unwillingness to tour or lack of availability of popular artists, could limit our ability to generate revenue. In particular, there are a limited number of artists that can headline a major North American or global tour or who can sell out larger venues. If those key artists do not continue to tour, or if we are unable to secure the rights to their future tours, then our business would be adversely affected.

 

In addition, we often agree to pay VIP programs, and merchandise, prior to our receiving any operating income. Therefore, if the public is not receptive to the tour, merchandise, or other venture, we may incur a loss depending on the amount of any advance or incurred costs relative to any revenue earned. We may not have cancellation insurance policies in place to cover our losses if a performer cancels a tour. Consumer preferences change from time to time, failure to anticipate, identify or react to these changes could result in reduced demand for our services, which would adversely affect our operating results and profitability.

 

We may be adversely affected by the deterioration in economic conditions, which could affect consumer and corporate spending and our ability to raise capital, and, therefore, significantly adversely impact our operating results.

 

A decline in attendance at or reduction in the number of live entertainment events may have an adverse effect on our revenue and operating income. The impact of slowdowns on our business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and our ability to generate revenue. The risks associated with our businesses may become more acute in periods of slowing economy or recession, which may be accompanied by a decrease in attendance at live entertainment events. Instability in the financial markets as a result of recession or otherwise, as well as insufficient financial sector liquidity, also could affect the cost of capital and energy suppliers and our ability to raise capital.

 

Our business depends on discretionary consumer and corporate spending. Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment, fuel prices, interest and tax rates and inflation can significantly impact our operating results. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact our operating results. These factors can affect attendance at our events, premium seats, sponsorship, advertising and hospitality spending, concession and souvenir sales, as well as the financial results of sponsors of our venues, events and the industry. Negative factors such as challenging economic conditions, public concerns over additional terrorism and security incidents, particularly when combined, can impact corporate and consumer spending, and one negative factor can impact our results more than another. There can be no assurance that consumer and corporate spending will not be adversely impacted by economic conditions, thereby possibly impacting our operating results and growth.

 

Market consolidation has created and continues to create companies that are larger and have greater resources than us.

 

As the online commerce market continues to grow, other companies may enter into business combinations or alliances that strengthen their competitive positions. For example, in early 2010, Live Nation merged with Ticketmaster. The effects that any completed and pending acquisitions and strategic plans may have on us cannot be predicted with accuracy, but some of these companies that maintain divisions that compete with us are aligned with companies that are larger or better established than us. Even though some of the competitive services offered by these companies may comprise a small amount of their business, their potential access to greater financial, marketing and technical resources would put them in a stronger competitive position as compared to our Company. In addition, these companies include television broadcasters with access to unique content and substantial marketing resources that may not be available to our Company.

 

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Security breaches and credit card fraud could harm our business.

 

We rely on encryption and authentication technology licensed from a third party through an online user agreement to provide the security and authentication necessary to effect secure transmission of confidential information. We believe that a significant barrier to electronic commerce and communications is the secure transmission of confidential information over public networks. We cannot give assurances, that advances in computer capabilities, new discoveries in the field of cryptography or other events or developments will not result in a compromise or breach of the algorithms we use to protect customer transaction data. If this compromise of our security were to occur, it could have a material adverse effect on our business, results of operations and financial condition. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. To the extent that activities of our Company or third-party contractors involve the storage and transmission of proprietary information, such as credit card numbers, security breaches could expose us to a risk of loss or litigation and possible liability. We may be required to expend significant capital and other resources to protect against the threat of security breaches or to alleviate problems caused by these breaches. We cannot offer assurances that our security measures will prevent security breaches or that failure to prevent these security breaches will not have a material adverse effect on our business.

 

Our industry may be exposed to increased government regulation.

 

Our Company is not currently subject to direct regulation by any government agency, other than regulations applicable to businesses generally, and laws or regulations directly applicable to access to, or commerce on, the Internet. Today there are relatively few laws specifically directed towards online services, other than to protect user privacy or children. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet, covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, fraud, taxation, advertising, intellectual property rights and information security. Compliance with additional regulation could hinder our growth or prove to be prohibitively expensive.

 

The applicability to the Internet of existing laws in various jurisdictions governing issues such as property ownership, sales tax, libel and personal privacy is uncertain and may take time to resolve. In addition, because our service is available over the Internet in multiple states, and we sell to numerous consumers resident in these states, these jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each state. Our failure to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject our Company to taxes and penalties for the failure to qualify. Any new legislation or regulation, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have a material adverse effect our business, results of operations and financial condition.

 

Risks Associated with our Common Stock

 

Our stock price has been and may continue to be very volatile.

 

The market price of the shares of our common stock has been, and is likely to be, highly volatile. During the year ended December 31, 2013, our stock price as traded on the OTC Bulletin Board (“OTCBB”) has ranged from a high of $0.21 per share to a low of $0.06 per share. The variance in our share price makes it difficult to forecast with any certainty the stock price at which you may be able to buy or sell your shares of our common stock. The market price for our stock could be subject to wide fluctuations in response to factors that are out of our control such as:

 

•actual or anticipated variations in our results of operations,

 

•announcements of new products, services or technological innovations by our competitors;

 

•developments with respect to patents, copyrights or proprietary rights;

 

•short selling our common stock and stock price manipulation;

 

•developments in Internet regulation; and

 

•general conditions and trends in the Internet, entertainment and electronic commerce industries.

 

The trading prices of many technology companies' stock have experienced extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad market factors may adversely affect the market price of our common stock. These market fluctuations, as well as general economic, political and market conditions such as recessions or interest rate fluctuations, may adversely affect the market price of our common stock. Any negative change in the public's perception of the prospects of Internet or e-commerce companies could depress our stock price regardless of our results.

 

We may have difficulty obtaining additional financing as a result of the significant number of shares that have been issued and the few remaining shares available for issuance.

 

New investors may either decline to make an investment in our Company due to the large number of shares outstanding and the few remaining shares that are authorized and available for issuance.

 

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“Penny stock” regulations may impose certain restrictions on marketability of securities.

 

The SEC adopted regulations, which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our common stock may be subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of these securities and have received the purchaser's prior written consent to the transaction.

 

Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability to sell our common stock in the secondary market.

 

The market for our Company's securities is limited and may not provide adequate liquidity.

 

Our common stock is currently traded on the OTCBB, a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations as to the price of, our securities than if the securities were traded on the Nasdaq Stock market, or another national exchange. There is a limited number of active market makers of our common stock. In order to trade shares of our common stock you must use one of these market makers unless you trade your shares in a private transaction. In the year ended December 31, 2013, the actual daily trading volume ranged from a low of 3,000 shares of common stock to a high of over 3.8 million shares of common stock with 20 days exceeding a trading volume of 1,000,000 shares. Selling our shares can be more difficult because smaller quantities of shares are bought and sold and news media coverage about us is limited. These factors result in a limited trading market for our common stock and therefore holders of our Company's stock may be unable to sell shares purchased should they desire to do so.

 

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

As of December 31, 2013 the Company relocated its principal office to 200 Friberg Parkway, Westborough, Massachusetts, pursuant to a lease, which expires in November 2016, for 862 square feet of office space.

 

Item 3. Legal Proceedings

 

From time to time we may be a party to various legal proceedings arising in the ordinary course of our business. Our management is not aware of any litigation outstanding, threatened or pending as of the date hereof by or against us or our properties which we believe would be material to our financial condition or results of operations.

 

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

 

Our common stock, par value $0.001 per share, is presently traded on the OTCBB under the symbol, "PAYD".

 

The following table sets forth the high and low bid information for our common stock as reported by OTCBB for the eight quarters ended December 31, 2013. The quotations from the OTCBB reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not represent actual transactions.

 

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2012  High   Low 
Quarter ended March 31, 2012  $0.26   $0.14 
Quarter ended June 30, 2012  $0.16   $0.08 
Quarter ended September 30, 2012  $0.11   $0.04 
Quarter ended December 31, 2012  $0.17   $0.03 

 

2013  High   Low 
Quarter ended March 31, 2013  $0.14   $0.06 
Quarter ended June 30, 2013  $0.12   $0.06 
Quarter ended September 30, 2013  $0.17   $0.07 
Quarter ended December 31, 2013  $0.21   $0.08 

  

As of March 20, 2014, there were approximately 1,499 holders of record of our common stock. Because many of the shares are held by brokers and other institutions on behalf of stockholders, the Company is unable to estimate the total number of individual stockholders represented by these holders of record.

 

We have not previously paid cash dividends on our common stock, and intend to utilize current resources to operate the business; thus, it is not anticipated that cash dividends will be paid on our common stock in the foreseeable future.

 

Equity Compensation Plan Information

 

   Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights   Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) 
   (a)   (b)   (c) 
Equity Compensation Plans Approved by Security Holders   8,000,000   $0.095    - 
Equity Compensation Plans Not Approved by Security Holders   11,250,000   $0.066    1,750,000 
Total   19,250,000   $0.078    1,750,000 

 

See Note 10, Notes to Financial Statements for the years ended December 31, 2013 and 2012 included in Part IV, Item 15, of this Annual Report, for a discussion of the material features of the stock options, warrants and related stock plans. 

 

Recent Sales of Unregistered Securities

 

None.

 

Repurchase of Equity Securities

 

None.

 

Item 6. Selected Financial Data

 

As a smaller reporting company, the Company is not required to provide the information for this Item 6. 

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

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

 

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

 

For example, the Company's ability to 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, tour or event cancellations, higher costs than anticipated, the Company's inability to sell its products and services to a sufficient number of customers, the introduction of competing products or services by others, the Company's failure to attract sufficient interest in, and traffic to, its sites, the Company's inability to complete development of its sites, the failure of the Company's operating systems, and the Company's inability to increase its revenues as rapidly as anticipated. If the Company is not profitable in the future, it will not be able to continue its business operations.

 

Overview

 

AuctionInc 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 addition to our products, we have been granted 5 patents by the United States Patent and Trademark Office (USPTO).  We feel that our patents are very valuable and anticipate licensing them at a fair price to generate revenue for the Company.  In addition to this strategy we also have ongoing litigation (Paid vs. eBay) in the U.S. District Court of Massachusetts.  Our goal is to develop a robust licensing program.

 

Previously, PAID, Inc. (the “Company”) provided brand-related services to businesses, celebrity clients in the entertainment industry as well as charitable organizations. PAID's brand management, brand marketing, social media marketing, product design and merchandising, website design; development and hosting services are designed to grow each client's customer base in size, loyalty and revenue generation. We offer entertainers, charities, and business entities comprehensive web-presence and related services supporting and managing clients' official websites and fan-community services including e-commerce, VIP ticketing, live event fan experiences, user-generated content, client content publishing and distribution, fan forums, social network management, social media marketing, customer data capture, management and analysis.

 

Critical Accounting Policies

 

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

 

Advanced royalties

 

 The Company accounts for advanced royalties in accordance with FASB ASC 928, "Financial Reporting in the Record and Music Industry". Prepaid royalties represent amounts paid in advance to certain clients and are recoupable against future royalties earned by the clients. Advances are issued in either cash or stock and advance amounts are calculated based on the client's projected earning potential over a fixed period of time. Advances issued in stock are recorded at the fair value on the date of issue.

 

Revenue Recognition

 

The Company generates revenue principally from sales of fan experiences, fan club membership fees, shipping calculator subscriptions, commissions, client services and tour merchandise sales. Fan experience sales generally include tickets and related experiences at concerts conducted by performing artists. Revenues associated with these fan experiences are generally reported gross, rather than net, and are deferred until the related event has been concluded, at which time the revenues and related direct costs are recognized. Fan club membership fees are collected at the time of the sale; revenues for these memberships are recognized over the one year term of the related membership.

 

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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 January through May sales of merchandise owned and warehoused by the Company, the Company was responsible for conducting the sale, billing the customer, shipping the merchandise to the customer, processing customer returns and collecting accounts receivable. The Company recognized revenue upon verification of the credit card transaction and shipment of the merchandise. In May 2013, the Company moved its merchandising operations to MCN in Nashville, TN. Online merchandise revenues are recognized by means of a commission due to the Company.

 

Touring revenue is recognized upon the date of the sale of the tour merchandise at the host venue. Daily reporting is provided for sales of tour merchandise.

 

Client services revenues include web development and design, creative services, marketing services and general business consulting services.

 

Share- Based Compensation

 

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

 

 

Results of Operations

 

Comparison of the years ended December 31, 2013 and 2012

 

The following discussion compares the Company's results of operations for the year ended December 31, 2013 with those for the year ended December 31, 2012. The Company's financial statements and notes thereto included elsewhere in this annual report contain detailed information that should be referred to in conjunction with the following discussion.

 

Revenues

 

The following table compares total revenue for the periods indicated.

 

   Years ended December 31, 
   2013   2012   % Change 
Merchandising and fulfillment  $1,116,600   $4,093,600    (73)%
Client services   84,500    396,300    (79)%
Touring revenue   3,151,500    9,478,300    (67)%
Total revenues  $4,352,600   $13,968,200    (69)%

 

Revenues decreased 69% in 2013 primarily from a 67% decrease in touring revenue, a 79% decrease in client services, and a 73% decrease in merchandising and fulfillment. These decreases were a result of the Company’s transition of its fulfillment operations to MCN and a significant change in the tour schedules for its clients in 2013.

 

Merchandising and fulfillment revenues decreased $2,977,000 or 73% to $1,116,600 compared to an increase of $1,356,700 in 2012. This is a direct result of our partnership with MCN and the transfer of our merchandise and fulfillment revenues.

 

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Client Services revenues decreased $311,800 or 79% to $84,500 compared to $396,300 in 2012. The decrease was attributable to the completion of a large website build project in 2012 and a decrease in client services we have provided within the music industry.

 

Touring revenue decreased $6,326,800 or 67% to $3,151,500 compared to $9,478,300 in 2012. The Company has generated a consistent touring base and revenues are directly impacted by our client's touring schedules and frequency. During 2013 there was a limited amount of touring when compared to 2012.

 

Gross Profit

 

Gross profit decreased $1,336,786 or 49% to $1,386,141 compared to $2,722,927 in 2012. Gross margin increased 13 percentage points to 32% from 19% in 2012. The increase was mainly due to the reduction in tour revenue associated with decreased touring by our clients in 2013. Gross margin on tour revenue is typically lower than the margins for the other products we offer.

 

Operating Expenses

 

Total operating expenses in 2013 were $2,878,682 compared to $6,470,477 in 2012, a decrease of $3,591,795 or 56%. The decrease is largely due to the relationship with MCN in addition to decreases in payroll, accounting fees and consulting and related costs. In 2013 we significantly reduced our facilities costs by relocating our offices to 200 Friberg Parkway. 

 

Net Loss

 

The Company incurred a net loss in 2013 of $1,127,920 compared to a net loss of $4,146,200 for the same period in 2012. The losses for 2013 and 2012 each represent $(0.01) per share.

 

Inflation

 

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

 

Comparison of the years ended December 31, 2012 and 2011

 

The following discussion compares the Company's results of operations for the year ended December 31, 2012 with those for the year ended December 31, 2011. The Company's financial statements and notes thereto included elsewhere in this annual report contain detailed information that should be referred to in conjunction with the following discussion.

 

Revenues

 

The following table compares total revenue for the periods indicated.

 

   Years ended December 31, 
   2012   2011   % Change 
Merchandising and fulfillment  $4,093,600   $2,736,900    49.6%
Client services   396,300    387,400    2.3%
Touring revenue   9,478,300    3,796,200    148.6%
Total revenues  $13,968,200   $6,920,500    101.2%

 

Revenues increased 102% in 2012 primarily from a 149% increase in touring revenue, a 2% increase in client services, and a 49% increase in merchandising and fulfillment.

 

Merchandise and fulfillment revenues increased $1,356,700 or 49.6% to $4,093,600 compared to an increase of $563,500 in 2011. In 2012 the Company focused on marketing and social media campaigns, which resulted in reaching new customers. The increase in new customers resulted in double digit revenue increases in a number of the Company's existing as well as new clients. In addition, the Company rolled out its new sales data management system which allowed the Company to develop client specific promotional campaigns, which resulted in better targeting of the existing customer base.

 

Client Services revenues increased $8,900 or 2% to $396,300 compared to $387,400 in 2011.

 

- 16 -
 

Touring revenue increased $5,682,100 or 150% to $9,478,300 compared to $3,796,200 in 2011. The Company has generated a consistent touring base and revenues are directly impacted by our client's touring schedules and frequency. In 2012 Aerosmith, Motley Crue, and the Moody Blues were the primary contributors to the increase in revenues.

 

Gross Profit

 

Gross profit increased $397,953 or 17% to $2,722,927 compared to $2,324,974 in 2011. Gross margin decreased 15 percentage points to 19% from 34% in 2011. The decrease in gross margin was mainly attributable to an increase in Touring revenue which has a lower margin.

 

Operating Expenses

 

Total operating expenses in 2012 were $6,470,477 compared to $6,313,119 in 2011, an increase of $157,358 or 2%. The increase is due to increases in personnel and facility costs. 

 

Net Loss

 

The Company realized a net loss in 2012 of $4,146,200 compared to a net loss of $3,974,179 for the same period in 2011. The losses for 2012 and 2011 each represent $(0.01) per share.

 

Inflation

 

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

 

Operating Cash Flows

 

A summarized reconciliation of the Company's net loss to cash provided by (used in) operating activities for the years ended December 31, 2013 and 2012, is as follows

 

   2013   2012 
Net loss  $(1,127,920)  $(4,146,200)
Depreciation and amortization   73,907    77,055 
Loss on disposal of assets   60,229    - 
Unrealized (gain) loss on investments in trading securities   (94,856)   38,056 
Provision for bad debt   59,203    5,000 
Inventory reserve   -    398,120 
Services rendered in consideration of payment for common stock   64,000    - 
Payments made in common stock   -    24,167 
Share-based compensation   367,591    850,459 
Change in fair value of stock price gurantee   (443,242)   365,846 
Amortization of prepaid facility costs   784,049    238,013 
Change in fair value of common stock issued for facility costs   105,843    - 
Fair value of stock options awarded          
in payment of outside services and compensation   -    2,166,831 
Deferred revenues, net of advanced royalties   (101,598)   119,398 
Changes in current assets and liabilities   (722,447)   416,284 
Net cash (used in) provided by operating activities  $(975,241)  $553,029 

 

 

- 17 -
 

 

Working Capital and Liquidity  

 

The Company had cash and cash equivalents of $463,285 at December 31, 2013, compared to $1,433,035 at December 31, 2012. The Company had approximately $828,500 of working capital at December 31, 2013, an increase of $340,800 compared to $487,700 at December 31, 2012. The increase in working capital is attributed to the early withdrawal from the lease for the facility located at 40 Washington Street, transfer of inventory to MCN, a decrease in accounts payable and a significant decrease in accrued expenses.

 

The Company had cash and cash equivalents of $1,433,035 at December 31, 2012, compared to $996,000 at December 31, 2011. The Company had approximately $487,700 of working capital at December 31, 2012, a decrease of $739,400 compared to $1,227,100 at December 31, 2011. The decrease in working capital is attributed to the write down in inventories of $398,000, an increase in accounts payable and accrued expenses of $493,700, offset by increases in accounts receivables of $159,500.

 

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

 

Management continues to seek alternative sources of capital to support operations. Finally, world economic conditions, in particular those in the United States, may impact the availability of financing. 

 

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

 

As a smaller reporting company, the Company is not required to provide the information for this Item 7A.

 

Item 8. Financial Statements and Supplementary Data

 

The financial statements listed in Item 15(a) are incorporated herein by reference and are filed as a part of this report and follow the signature pages to this Annual Report on Form 10-K on page 32.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

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 December 31, 2013, 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 officers, as appropriate to allow timely decisions regarding required disclosure.

 

As described in our accompanying Management's Report on Internal Control over Financial Reporting, we have identified five remaining material weaknesses in internal control over financial reporting. Because of these remaining material weaknesses, we concluded that, as of December 31, 2013, our internal control over financial reporting was not effective based on the criteria outlined in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Accordingly, we have also concluded that our disclosure controls and procedures were not effective as of December 31, 2013.

 

We have implemented new procedures and controls in 2013 and expect to take further steps to remediate the material weaknesses at the entity and activity levels, and to review further our procedures and controls in 2014. In addition, we expect to make additional changes to our infrastructure and related processes that we believe are also reasonably likely to strengthen and materially affect our internal control over financial reporting.

 

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Prior to the complete remediation of these material weaknesses, there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective, which could result in material misstatement of our financial position or results of operations and require a restatement. Moreover, because of the inherent limitations in all control systems, no evaluation of controls-even where we conclude the controls are operating effectively-can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, our control systems, as we develop them, may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected and could be material to our financial statements.

 

The certifications of our principal executive officer and principal financial officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached as exhibits to this Annual Report on Form 10-K. The disclosures set forth in this Item 9A contain information concerning (i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred to in paragraph 4 of the certifications, and (ii) material weaknesses in the design or operation of our internal control over financial reporting, referred to in paragraph 5 of the certifications. Those certifications should be read in conjunction with this Item 9A for a more complete understanding of the matters covered by the certifications.

 

Management's Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining effective internal control over financial reporting of the Company. Internal control over financial reporting is a process designed by, or under the supervision of, our President, Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

 

Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

Management, with the participation of our principal executive officer and principal financial officer, is required to evaluate the effectiveness of our internal controls over financial reporting as of December 31, 2013 based on criteria established under the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) integrated framework of internal controls. The COSO framework identifies five components of internal control and provides a basis for evaluating the effectiveness of internal controls. Management has concluded that our internal controls over financial reporting were not effective as of December 31, 2013 due to the following:

 

1.Entity Level Controls

 

◦Ineffective control environment, including lack of corporate governance

 

◦Ineffective communication of information

 

◦Ineffective monitoring of activities

 

2.Activity Level Controls

 

◦Lack of procedures and control documentation

 

◦Lack of segregation of duties

  

◦Lack of information technology controls and documentation.

 

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1.Inadequate Entity Level Controls

  

Ineffective Control Environment

 

The Control Environment is the tone of an organization and how the tone influences the control consciousness of its people. Control environment factors include, the integrity, ethical values, and competence of the entity’s people; management’s philosophy and operating style; the way management assigns authority and responsibility; the way management organizes and develops its people; and the attention and direction provided by the audit committee and board of directors. The control environment includes the Company’s Corporate Governance which is made up of a set of practices, policies, laws, and principals, designed to provide guidance and structure to directors, managers, and employees with a clear view of corporate goals and business objectives. These processes and procedures need to be clearly defined, presented and administered to each participant in the organization, and should document the distribution of rights and responsibilities among employees, management, clients and customers.

 

Steps taken towards Remediation for an Ineffective Control Environment:

 

•The Company has strengthened its hiring and employment practices by completing in-depth screenings of new personnel, and has initiated formal employee review procedures.
•Management has direct oversight and responsibility for independent contractors and consultants. All independent contractors and consultants are required to follow strict corporate policies relating to confidential information, and non-disclosure of corporate and client data. Management sets project goals and objectives for each independent contractor and consultant and measures the performance of each on a regular basis.
•Management and the Board formally meet to discuss our filings and the discussions are being documented for future reference. During these discussions, our auditors, and legal counsel may present to the Company various information which may be of material importance to our financial reporting and internal controls.
•The Company has made improvements by designing and drafting a corporate governance policy which has been approved but he Board of Directors, which documents the role of the Board and management, functions of the Board, role of the Audit Committee, agenda items for Board meetings, recoupment of unearned compensation, indemnification, reporting of concerns and complaints, and director access to management.

 

Ineffective Communication of Information

 

Information and communication systems support the identification, capture, and, exchange of information in a form and time frame that enable people to carry out their responsibilities. This component includes information technology controls which are specific activities performed by persons of systems designed to ensure that the business objective can be met, protect the business from fraud and collusion, and keep the corporate assets protected and safe.

 

Steps taken towards Remediation of Information Technology Controls:

 

•Enhanced the documentation and procedures of our information technology to control assurance that changes to financial applications are properly authorized and tested and that access to our information systems and financial applications are appropriately restricted.
•Updated our information systems user profiles to improve access controls.
•Implemented improvements to our information systems to further address control deficiencies.
•Updated secure backup procedures with best practice methodologies for protecting our financial data and, in case of a problem, continuously testing restoration from backup tapes.
•Enhanced the documentation of certain core proprietary technologies so that there is more redundancy and protection of corporate assets.

 

Ineffective Monitoring

 

Monitoring is a process that assesses the quality of internal control performance over time.

 

- 20 -
 

 

Steps taken towards Reduction of Monitoring:

 

•The Company has reorganized the organizational reporting structure to enable greater oversight and control of operations which has increased the level of awareness and accountability.
•The Company meets regularly throughout the year to review operating results, policies and procedures, and employee reviews and practices.
•New management personnel are required to review their procedures and policies to make sure they are effective. The Company is evaluating the procedure and polices that have material weakness and developing corrective action plans to strengthen our internal controls.
•The Company has made sweeping changes to its policies and procedures with regard to its financial reporting systems. Upgrades to software systems have been made which has resulted in the automation of accounting transactions and has enhanced our financial reporting and timeliness of operating results. Management and staff are more integrated into the review process.
•Finance staff are required to review expenses for proper approval and accounting treatment. Managers and staff are required to have expenditures pre-approved by their supervisor. All significant expenditures require multiple approvals including Company officers.

 

The Company believes significant improvements have been made to remediate its material weakness in the internal controls over financial reporting at the entity level, but does not have the appropriate documentation to support its efforts. The Company also believes that further work is still required to develop appropriate controls in some aspects of entity level control to provide reasonable assurance that controls are designed in the most effective and efficient manner possible. While we believe these changes will be effective at mitigating risk of material error, there continues to be additional work required for us to conclude that all three of these control areas are operating effectively. As noted in the Management's Report on Internal Control over Financial Reporting, we consider each of these control areas within the entity level control to constitute a material weakness.

 

2. Inadequate Activity Level Controls

 

Lack of procedures and control documentation

 

The Company's lacks sufficient documentation relating to certain accounts, revenue recognition, purchasing, accounts payable, inventory, and financial closing, which in effect make these internal controls ineffective. The lack of documentation in internal controls relating to these accounts may affect the financial statements and will directly affect the nature and timing of other auditing procedures for certain activities.

 

Steps taken towards Remediation of Revenue Recognition:

 

•Most revenue transactions are online credit card payments from products placed for sale on various clients' web sites. The pricing for the products listed is reviewed and approved by management and documented on purchase orders that are reviewed by each department manager.
•In 2011 the Company upgraded its transactional processing systems which resulted in the automation of several manual accounting tasks. This automation eliminated the risk of human error for these manual tasks and created a more concise audit trail in the revenue recognition process.
•All web sales are reconciled across the Company's multiple revenue and accounting systems comparing for any discrepancies.
•Improved systems and procedures reconciling offsite revenue nightly. This process reconciles individual revenues directly back to individual general ledger accounts.

  

Steps taken towards Remediation of Expenditures and Accounts Payable:

 

•Established improved procedures documenting and providing an approval process for authorizing a merchandising agent to complete and submit a purchase order. Each purchase order has been authorized by management, and a clear segregation of duties exists between the merchandise being ordered, received and payment made.
•Expenses are reviewed as incurred for proper accounting treatment and approval. Client royalty statements are prepared as required and reviewed by management and client managers.
•The Vendor Master File is reviewed for updates and changes and any changes are analyzed and monitored for their activity and frequency.

 

 

- 21 -
 

Steps taken towards Remediation of Inventory Controls:

 

•Access to changing data within the inventory management software has been restricted to only essential personnel. Other individuals have access to view data and access reports, but they are restricted from making any changes within the system.
•Policies have been implemented that require all purchases and inventory maintenance to be reviewed by management to authorize pricing, sales and promotional events through client web sites.
•Improved inventory reporting, is designed to tighten inventory controls and increase inventory turns. Management and merchandising personnel meet regularly to review inventory levels, and client product lines.

 

Steps taken towards Remediation of Financial Closing:

 

•The Company has moved all accounting functions in-house from a third party certified accounting firm.
•The Company closes its books and reconciles all accounts monthly, and provides management with a quarterly comprehensive set of financial and operating reports and analysis of results.

 

Lack of Segregation of Duties

 

A clear and concise segregation of duties is important to maximize checks and balances so that no single individual has control over two or more phases of a transaction or operation. A strong segregation of duty also is critical to reduce effectively the risk of mistakes and inappropriate actions preventing fraud and discourages collusion. It can be difficult for small businesses to always have a clear separation of duties because there simply are not enough personnel to cover each and every process and procedure. Ultimately, checks and balances need to be in place as a supportive measure to the business operations, but also as a fraud prevention measure as well.

 

Steps taken towards Remediation for Segregation of Duties:

 

•The Company has changed processes and procedures, and has made upgrades to its management system to better align duties and responsibilities so that there is a greater segregation of duties.
•Transactional processing requires review and approval from an independent staff member or manager. Manual tasks are required to follow written or verbal procedures that have been approved by the Company.
•The Company implemented project management software, which was designed to increase efficiencies and reduce overhead. The software also identifies deliverables, which may be dependent on other deliverables enabling the project managers to redirect duties to other individuals. This software assists the Company with reducing its dependency on any one particular employee with multiple responsibilities, thus preventing a bottleneck and risk of too much control on any one individual.

 

Lack of information technology controls and documentation

 

Information technology controls are specific activities performed by persons or systems designed to ensure that the business objectives can be met, protect the business from fraud and collusion, and keep the corporate assets protected and safe.

 

Steps taken towards Remediation of Information Technology Controls:

 

•Enhanced the documentation and procedures of our information technology to control assurance that changes to financial applications are properly authorized and tested and that access to our information systems and financial applications are appropriately restricted.
•Updated our information systems user profiles to improve access controls.
•Implemented improvements to our information systems to further address control deficiencies.
•Updated secure backup procedures with best practice methodologies for protecting our financial data and, in case of a problem, continuously testing restoration from backup tapes.
•Enhanced the documentation of certain core proprietary technologies so that there is more redundancy and protection of corporate assets.

  

The Company has made significant improvements to the activity level controls specifically with regard to the deficiencies with the financial close. In addition, further work is required to develop appropriate controls in the other aspects of activity level control to provide reasonable assurance that controls are designed in the most effective and efficient manner possible. Therefore, while we believe these changes are effective at mitigating risk of material error, there continues to be additional work required for us to conclude that both of these control areas are operating effectively. Therefore, as noted in the Management's Report on Internal Control over Financial Reporting, we consider each of these control areas within the activity level control to constitute a material weakness.

 

A factor for our internal control deficiencies is the small size of the Company and the lack of a financial expert on the Audit Committee of the Board of Directors and other corporate governance controls.  As defined by the Public Company Accounting Oversight Board Auditing Standard No. 5, a material weakness is a significant control deficiency or a combination of significant control deficiencies that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  Management continues to monitor and assess the controls to ensure compliance. 

- 22 -
 

 

As a smaller reporting company, our independent registered public accounting firm is not required to issue a report on the Company's internal control over financial reporting as of December 31, 2013.

 

Changes in Internal Control Over Financial Reporting

 

As discussed in the Managements' Annual Report on Internal Control over Financial Reporting, the Company made considerable improvements to the entity and activity controls and expects to take further steps in 2014 to remediate the outlined deficiencies. However, while we believe they are effective at mitigating risk of material error, we have not yet concluded that they are operating effectively. There was no change in our internal control over financial reporting during the fourth fiscal quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

 

Item 9B. Other Information

 

Not applicable.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Directors and Executive Officers

 

The following table sets forth certain information regarding the directors and executive officers of PAID:

 

Name  Age   Position
W. Austin Lewis, IV   38   President, CEO, CFO and Director
Andrew Pilaro   44   Director

 

Andrew Pilaro was elected as of September 19, 2000, for a term expiring at the 2001 Annual Meeting of Stockholders and until their successors are elected and qualified. W. Austin Lewis was appointed on July 31, 2012. The Company has not held an annual meeting or elected directors since September 19, 2000. Under the Delaware General Corporation Law, each director holds office until such director's successor is elected and qualified or until such director's earlier resignation or removal. The following is a description of the current occupation and business experience for at least five years for each director and executive officer. 

 

Andrew Pilaro has served as a Director of PAID since September 2000. Since 2005, he has served as Chairman of CAP Advisors Limited, an investment management company, with responsibility for asset management. Mr. Pilaro was asked to serve as a director because he provides investment management skills and general business background.

 

W. Austin Lewis, IV currently serves CEO, CFO, and Director of PAID as well as the CEO of Lewis Asset Management Corp., an investment management company headquartered in New York City, which he founded in 2004. From 2003 to 2004, Mr. Lewis was employed at Puglisi & Company, a New York based broker-dealer registered with FINRA, where he served as a registered representative and managed individual client accounts, conducted due diligence for investment banking activities and managed his own personal account. In 2002, Mr. Lewis co-founded Thompson Davis & Company, Inc., a registered broker-dealer headquartered in Richmond, Virginia. From 1998 to 2002, Mr. Lewis was employed by Branch Cabell and Company, Inc. in Richmond, Virginia where he was a registered representative. Following the November 2000 acquisition of Branch Cabell by Tucker Anthony Incorporated (“Tucker Anthony”), Mr. Lewis served as a Vice President for Tucker Anthony and subsequently RBC Dain Rauscher, Inc. which acquired Tucker Anthony in August of 2001. Mr. Lewis received his Bachelor of Science degree in Finance and Financial Economics from James Madison University in 1998. Mr. Lewis is a also a director on the following companies with a class of securities registered: MAM Software Group, Inc. and Viryanet LTD. Mr. Lewis was also a director of Diamondhead Casino Corp. and resigned as director in 2011. Mr. Lewis was asked to serve as a director because he had a thorough knowledge, through his prior investment in the Company, of the Company’s strengths and weaknesses and has a strong background in being able to make companies run efficiently and successfully.

 

The Company has not made any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. The Board does not have a separate nominating committee or compensation committee.

 

- 23 -
 

Audit Committee

 

The Securities and Exchange Commission has adopted rules to implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public company audit committees. One of the rules requires a company to disclose whether it has an “audit committee financial expert” serving on its audit committee. Based on its review of the criteria of an audit committee financial expert under the rule adopted by the SEC, the Board of Directors does not believe that any member of the Board of Directors' Audit Committee would be described as an audit committee financial expert. At this time, the Board of Directors believes it would be desirable for the Audit Committee to have an audit committee financial expert serving on the committee. While from time to time informal discussions as to potential candidates have occurred, no formal search process has commenced. Andrew Pilaro, the Company's only independent director, is the sole member of the audit committee. The audit committee does not have a charter.

 

Audit Committee Report

 

The Audit Committee reviewed and discussed our audited financial statements for the year ended December 31, 2013 with our management.  The Audit Committee also reviewed and discussed our audited financial statements and the matters required to be discussed, by the Public Company Accounting Oversight Board (“PCAOB”), including material weaknesses and other internal control deficiencies with KMJ Corbin & Company LLP, our independent registered public accounting firm. The Audit Committee received from KMJ Corbin & Company LLP the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant's independence.

 

Based on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2013. 

 

The Audit Committee
Andrew Pilaro

 

Code of Ethics

 

The Company has adopted a Code of Ethics that applies to all of its directors, officers, and employees, including its principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. A written copy of the Company's Code of Ethics will be provided to anyone, free of charge, upon request to: W. Austin Lewis, President, PAID, Inc., 200 Friberg Parkway, Westborough, Massachusetts 01581.

 

Any waiver of the code of business conduct and ethics for directors or executive officers, or any amendment to the code that applies to directors or executive officers, may only be made by the board of directors. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our web site, at the address and location specified above. To date, no such waivers have been requested or granted.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of the Company's outstanding Common Stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock. These persons are required by SEC regulation to furnish the Company with copies of all such reports they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers and directors and beneficial owners of more than 10% of the Company's stock, have been complied with for the period which this Form 10-K relates.

 

Item 11. Executive Compensation

 

Our two member board of directors serves in lieu of a compensation committee. The Board does not have a separate compensation committee. The Board is responsible for establishing policies and otherwise discharging the responsibilities of a compensation committee with respect to the compensation of our executive officers.

 

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Compensation to the Named Executive Officers

 

 

The following table sets forth the compensation of the Company's president, chief executive officer, the chief financial officer, and each officer whose total cash compensation exceeded $100,000, for the last three fiscal years ended December 31, 2013, 2012, and 2011. During 2012 resignations were received from Gregory Rotman, Christopher Culross and Richard Rotman. Although Richard Rotman is still employed by PAID, Inc., he is no longer an officer of the Company.

 

Summary Compensation Table
Name and
Principal Position		   Year     Salary (5)     Bonus     Option Awards ($)     Total  
W. Austin Lewis, IV (1) (PEO)(PFO)     2013     $ 153,022     $ 0     $ 114,524     $ 267,546  
      2012     $ 39,808     $ 0     $ 493,457     $ 533,265  
                                         
Gregory Rotman (2)     2012     $ 206,731     $ 0     $ 0     $ 206,731  
President and Chief Executive Officer     2011     $ 276,400     $ 0     $ 363,400     $ 639,800  
                                         
Christopher Culross (4)     2012     $ 169,231     $ 0     $ 0     $ 169,231  
Chief Financial Officer     2011     $ 200,000     $ 0     $ 173,500     $ 373,500  
                                         
Richard Rotman (3)     2012     $ 94,200     $ 0     $ 0     $ 94,200  
Chief Operating Officer, Vice President, and Secretary     2011     $ 204,369     $ 0     $ 74,200     $ 278,569  
                                         

  

1.Mr. Lewis’s start date was July 31, 2012.

 

2.Mr. G. Rotman resigned as of October 12, 2012.

 

3.Mr. R. Rotman resigned as of September 24, 2012, but remains an employee of the Company.

 

4.Mr. Culross was promoted to CFO in March 2010 and resigned as of November 30, 2012.

 

The following tables set forth certain information related to outstanding equity awards as of December 31, 2013 for our executive officers.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END     

 

 Option Awards
Name  Number of Securities Underlying Unexercised Options (#) Exercisable  Number of Securities Underlying Unexercised Options (#) Unexercisable  Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned
Options (#)		  Option Exercise Price ($)  Option Expiration Date
W. Austin Lewis, IV President and CEO (PEO)(PFO)  5,000,000  0  0  $0.065  8/8/2022
   5,000,000  0  0  $0.041  10/15/2022
   1,000,000  0  0  $0.048  12/6/2022
   1,000,000  0  0  $0.092  5/16/2023

 

- 25 -
 

 

None of the Company's executive officers who serve as directors receive separate compensation from the Company for serving as directors. On October 11, 2002, Andrew Pilaro received options to purchase 2,000,000 shares of common stock at an exercise price of $0.041, pursuant to the 2002 Stock Option Plan, subject to the following vesting schedule: options to purchase 800,000 shares of common stock vested immediately; options to purchase an additional 600,000 shares of common stock vested on October 11, 2003, and options to purchase 600,000 shares of common stock vested on October 11, 2004, of which 1,000,000 shares were exercised in 2012 and 1,000,000 expired in 2012. On November 10, 2011 Andrew Pilaro received an additional option grant to purchase 500,000 shares of common stock at an exercise price of $0.145, pursuant to the 2002 Stock Option Plan. The shares granted vested immediately and expire on November 10, 2021. On December 6, 2012, Mr. Pilaro received an additional option grant to purchase 1,000,000 shares of common stock at an exercise price of $0.048 which expires on December 6, 2022. On May 16, 2013, Mr. Pilaro received an additional option grant to purchase 1,000,000 shares of common stock at an exercise price of $0.092 which expires on May 16, 2023.

 

The following table provides compensation information for the one-year period ended December 31, 2013 for the only non-employee member of our Board of Directors.

 

   Director Compensation in 2013 
Name and  Fees earned or paid in cash   Option Awards ($)    Total 
Andrew Pilaro  $-  $78,674   $78,674 

 

In 2013, we compensated a number of non-executive employees through stock option grants under the Company's 2011 Non-Qualified Stock Option Plan. Typically, except for executive officers, shares were immediately exercised by the employee. In 2013, employees received options for 2,250,000 shares equal to $230,335 in compensation. 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

To the knowledge of the management of the Company the following table sets forth the beneficial ownership of our common stock as of March 31, 2013 of each of our directors and executive officers, and all of our directors and executive officers as a group, and other beneficial owners holding more than five percent of the Company’s issued and outstanding shares.

 

Name of Beneficial Owner  Amount and Nature of Beneficial Ownership     Percent of Class (3)  
W. Austin Lewis, IV   37,689,145  (1)   11.55% 
Andrew Pilaro   2,568,700  (2)   0.79% 
All directors and executive officers as a group (2 individuals)   40,257,845      12.34% 

 

(1)Included are options to purchase 12,000,000 shares of the Company’s common stock and shares held for the following funds for which W. Austin Lewis, IV is the General Partner: 23,549,960 by Lewis Opportunity Fund, L.P. and 1,612,685 shares by LAM Waiting Game Fund LTD.

 

(2)Includes 17,200 shares held indirectly as custodian for Mr. Pilaro's minor sons and options to purchase 2,500,000 shares of the Company's common stock all of which are vested.

 

(3)Percentages are calculated on the basis of the amount of outstanding securities plus for such person or group, any securities that person or group has the right to acquire within 60 days.

 

To the knowledge of the management of the Company, based solely on our review of SEC filings, no other shareholder is the beneficial owner of more than five percent of the Company’s common stock.

 

The information regarding the Company's “Equity Compensation Plan Information” is incorporated herein by reference in Part II, Item 5 of this Annual Report on Form 10-K.

 

- 26 -
 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

The Company did not engage in any transaction in 2012 or 2013, and does not currently propose any transaction, in which the Company was is a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

 

Review, Approval or Ratification of Transactions with Related Parties

 

It is our unwritten policy, which policy is not otherwise evidenced, for any related party transaction that involves more than a de minimis obligation, expense or payment or stock option or equity grants, to obtain approval by our entire board of directors prior to our entering into any such transaction. In conformity with our various policies on related party transactions, any transactions discussed in this Item 13 has been reviewed and approved by our board of directors.

 

Director Independence

 

We are currently traded on the OTCBB. Accordingly, we are not required to and do not have a majority of independent directors or a compensation or nominating committee. Andrew Pilaro is the sole member of the audit committee.

 

Our board of directors currently consists of two members. Our board of directors determined that one of the two directors, Andrew Pilaro, is independent under the standards of the “Nasdaq Global Market" pursuant to Nasdaq Listing Rule 5605. 

 

Item 14. Principal Accountant Fees and Services

 

On June 10, 2013, the Audit Committee dismissed Rosen Seymour Shapss Martin & Company LLP (“RSSM”) as our independent registered public accounting firm and appointed KMJ Corbin & Company LLP (“KMJ”) as our independent registered public accounting firm for the year ended December 31, 2013.

 

KMJ has reviewed our financial statements since the second quarter of 2013 and audited our financial statements for the year ended December 31, 2013.

 

The following is a summary of the fees billed to the Company by KMJ and RSSM for professional services rendered for the years ended December 31, 2013 and 2012. These fees are for work performed in the years indicated and, in some instances, we have estimated the fees for services rendered but not yet billed.

 

   KMJ   RSSM 
   2013   2013   2012 
Audit Fees:               
Consists of fees billed for professional services rendered for the audit of the Company’s annual financial statements and the review of the interim financial statements included in the Company’s Quarterly Reports (together, the “Financial Statements” ) and for services normally provided in connection with statutory and regulatory filings or engagements  $29,700   $98,472   $222,006 
Other Fees:               
Audit-Related Fees               
Consists of fees billed for assurance and related services reasonably related to the performance of the annual audit or review of the Financial Statements (defined above)   —    —    — 
Tax Fees               
Consists of fees billed for tax compliance, tax advice and tax planning   —    —    — 
All Other Fees               
Consists of fees billed for other products and services not described above   —    —   $9,156 
Total All Fees  $29,700   $98,472   $231,162 

  

The Audit Committee approves all audit and audit-related fees. The Audit Committee is required to pre-approve all non-audit services to be performed by the auditor. The percentage of hours expended on the principal accountant's engagement to audit the Company's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

 

- 27 -
 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

(a)(1) Financial Statements

 

For a list of the financial information included herein, see “Index to Audited Financial Statements” on page 41 of this Annual Report on Form 10-K.

 

(a)(2) Financial Statements Schedules

 

All schedules are omitted because they are not applicable or the required information is included in the financial statements or notes thereto.

 

(a)(3) Exhibits

 

The list of exhibits filed as a part of this Annual Report on Form 10-K is set forth on the Exhibit Index immediately preceding the exhibits hereto and is incorporated herein by reference.

 

- 28 -
 

 

SIGNATURES

 

 

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/ W. Austin Lewis, IV  
      W. Austin Lewis, IV, President, CEO and Chief
Financial Officer (PEO and PFO)
    Date: March 31, 2014

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

  Signature   Title   Date
           
  /s/ Andrew Pilaro   Director   March 31, 2014
  Andrew Pilaro        

 

           
  /s/ W. Austin Lewis, IV   Director   March 31, 2014
  W. Austin Lewis, IV        

 

- 29 -
 

 

EXHIBIT INDEX

 

 

No.  Description of Exhibits
3.1  Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Form 8-K, filed on November 25, 2003)
    
3.2  Amended and Restated Bylaws  (incorporated by reference to Exhibit 3.2  to Form 8-K, filed on December 8, 2004)
    
4.1  Specimen of certificate for Common Stock (incorporated by reference to Exhibit 4.1 to Form SB-2/A filed on December 1, 2000)
    
4.2  Agreement dated November 21, 2008, by and between the Company and Lewis Asset Management Equity Fund, LLP with respect to the purchase of 2,500,000 shares at $.20 per share (incorporated by reference to Exhibit 4.2 to Form 10-KSB filed on March 31, 2009)
    
4.3  Form of Warrant to Lewis Asset Management with respect to Promissory Note dated April 29, 2009 (incorporated by reference to Exhibit 4.2 to Form 10-Q filed on May 12, 2009)
    
10.1+  2001 Non-Qualified Stock Option Plan, as amended (incorporated by reference from Exhibit 99.1 to Form S-8 filed on September 5, 2003)
    
10.2+  2002 Non-Qualified Stock Option Plan (incorporated by reference from Exhibit 10.17 to Form 10-KSB filed on March 31, 2003)
    
10.3+  2011 Non-Qualified Stock Option Plan (incorporated by reference from Exhibit 99.1 to Form S-8 filed on February 2, 2011)  
    
10.4  Promissory Note dated April 29, 2009 for up to $2,500,000 to Lewis Asset Management (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 12, 2009)
    
10.5  Lease agreement, dated December 7, 2011 between Forty Washington, LLC and the Company (incorporated by reference to exhibit 10.1 to our Report on Form 8-K/A filed on December 13, 2011)
    
10.6+  PAID, Inc. 2012 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on October 18, 2012)
    
10.7+  Agreement for Non-Qualified Stock Option under the PAID, Inc. 2012 Non-Qualified Stock Option Plan awarded to W. Austin Lewis, IV, dated October 15, 2012 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on October 18, 2012)
    
10.8+  Agreement for Non-Qualified Stock Option under the PAID, Inc. 2011 Non-Qualified Stock Option Plan awarded to W. Austin Lewis, IV, dated August 8, 2012 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on October 18, 2012)
    
10.9  Agreement dated January 31, 2013 between Paid, Inc., and MCN Interactive, LLC d/b/a Music City Networks (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 5, 2013)
    
10.10*  Second amendment to lease agreement dated November 12, 2013 between Forty Washington LLC and PAID, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 14, 2013)
    
23.1*  Consent of Rosen Seymour Shapss Martin & Company LLP  
    
23.2**  Consent of KMJ Corbin & Company LLP  
    
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
32.0*  CEO and CFO Certification required under Section 906 of Sarbanes-Oxley Act of 2002
    

 

*filed herewith  
+Indicates a management contract or any compensatory plan, contract or arrangement

 

 

 

- 30 -
 

 

PAID, INC.

INDEX TO AUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

 

Reports of Independent Registered Public Accounting Firms 32-33
   
Balance Sheets as of December 31, 2013 and  2012 34
   
Statements of Comprehensive Loss Years ended December 31, 2013 and 2012 35
   
Statements of Changes in Shareholders' Equity Years ended December 31, 2013 and 2012 36
   
Statements of Cash Flows Years ended December 31, 2013 and 2012 37
   
Notes to Financial Statements 38
   

 

- 31 -
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of
PAID, Inc.

 

We have audited the accompanying balance sheet of PAID, Inc. (the “Company”) as of December 31, 2013, and the related statements of comprehensive loss, changes in shareholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit on its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PAID, Inc. as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had recurring losses from operations, has negative operating cash flows during the year ended December 31, 2013 and has an accumulated deficit of $52,083,978 as of December 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these factors are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

/s/ KMJ Corbin & Company LLP

 

Costa Mesa, California
March 31, 2014

- 32 -
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and

Stockholders of PAID, Inc.

 

We have audited the accompanying balance sheet of PAID, Inc. as of December 31, 2012 and the related statement of operations, shareholders' equity and cash flows the year then ended. PAID, Inc.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PAID, Inc. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had recurring losses from operations since inception and has an accumulated deficit of $50,284,867 as of December 31, 2012. The future of the Company is dependent upon its ability to raise equity and debt financing and achieve profitable operations. These circumstances create substantial doubt about the Company’s ability to continue as a going concern. Management’s intentions with respect to this matter are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of these circumstances.

 

/s/ Rosen Seymour Shapss Martin & Company LLP

CERTIFIED PUBLIC ACCOUNTANTS

 

New York, New York

April 15, 2013

- 33 -
 

   

PAID, INC.
BALANCE SHEETS
AS OF DECEMBER 31,
         
   2013   2012 
 ASSETS          
 Current assets:          
    Cash and cash equivalents  $463,285   $1,433,034 
     Investments in marketable securities   106,097    142,777 
    Accounts receivable, net   340,663    348,855 
    Other receivables   635,056    - 
    Inventories   1,305    420,709 
    Prepaid expenses and other current assets   41,180    310,180 
    Advanced royalties   214,527    329,796 
       Total current assets   1,802,113    2,985,351 
           
 Property and equipment, net   43,614    212,923 
 Intangible asset, net   5,184    6,125 
            
 Prepaid facility costs   -    1,027,148 
 Total assets  $1,850,911   $4,231,547 
           
 LIABILITIES AND SHAREHOLDERS' EQUITY          
 Current liabilities:          
    Accounts payable  $500,320   $728,026 
    Capital leases - current portion   20,775    26,303 
    Accrued expenses   438,948    1,512,842 
    Deferred revenues   13,614    230,481 
        Total current liabilities   973,657    2,497,652 
 Long term liabilities:          
    Capital leases - net of current portion   19,848    48,624 
 Total liabilities   993,505    2,546,276 
 Commitments and contingencies          
 Shareholders' equity:          
           
      Common stock, $0.001 par value, 350,000,000 shares
      authorized;  328,874,050 shares issued and
      outstanding at December 31, 2013 and 2012		   328,874    328,874 
      Additional paid-in capital   52,744,046    52,376,455 
      Accumulated other comprehensive loss   (131,536)   - 
      Accumulated deficit   (52,083,978)   (50,956,058)
      Stock subscription receivable   -    (64,000)
           
 Total shareholders' equity   857,406    1,685,271 
           
 Total liabilities and shareholders' equity  $1,850,911   $4,231,547 
           

See accompanying notes to financial statements

 

- 34 -
 

 

 

PAID, INC.

STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31,

 

   2013   2012 
           
Revenues  $4,352,568   $13,968,231 
           
Cost of revenues   2,966,427    11,245,304 
           
Gross profit   1,386,141    2,722,927 
           
Operating expenses   2,878,682    6,470,477 
           
Loss from operations   (1,492,541)   (3,747,550)
           
Other income (expense):          
           
  Interest expense   (3,166)   (5,769)
  Other (expense) income, net   (166,661)   11,021 
  Unrealized gain (loss) on investments in trading securities   94,856    (38,056)
  Unrealized gain (loss) on stock price guarantee   443,242    (365,846)
     Total other income (expense), net   368,271    (398,650)
           
Loss before income taxes   (1,124,270)   (4,146,200)
Provision for income taxes   3,650    - 
Net loss  $(1,127,920)  $(4,146,200)
           
Loss per share - basic and diluted  $(0.01)  $(0.01)
Weighted average number of shares outstanding-basic and diluted   328,874,050    320,705,220 
Net loss  $(1,127,920)  $(4,146,200)
Net unrealized loss on investments in available-for-sale securities   (131,536)   - 
Total comprehensive loss  $(1,259,456)  $(4,146,200)
           

 

See accompanying notes to financial statements

- 35 -
 

PAID, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

           Additional   Accumulated             
               Other       Stock     
   Common stock   Paid-in   Comprehensive   Accumulated   Subscription     
   Shares   Amount   Capital   Loss   Deficit   Receivable   Total 
                                    
 Balance, December 31, 2011   308,736,705   $308,737   $49,273,340   $-   $(46,809,858)  $-   $2,772,219 
 Issuance of common stock pursuant to exercise of stock
    options granted to employees for services		   249,097    249    39,751    -    -    -    40,000 
                                    
 Issuance of common stock pursuant to exercise of stock
    options granted to professionals and consultants		   16,365,272    16,365    2,110,466    -    -    -    2,126,831 
                                   
 Share based compensation related to issuance of
    incentive stock options		   -    -    850,459    -    -    -    850,459 
 Stock subscription receivable   -    -    -    -    -    (64,000)   (64,000)
                                    
 Options exercised   3,522,976    3,523    102,439    -    -    -    105,962 
                                    
 Net loss   -    -    -    -    (4,146,200)   -    (4,146,200)
                                    
 Balance, December 31, 2012   328,874,050    328,874    52,376,455    -    (50,956,058)   (64,000)   1,685,271 
                                    
 Change in fair value of investments in available-for-sale securities   -    -    -    (131,536)   -    -    (131,536)
                                    
 Share-based compensation expense   -    -    367,591    -    -    -    367,591 
                                    
 Services rendered in consideraton of payment for common stock   -    -    -    -    -    64,000    64,000 
                                    
 Net loss   -    -    -    -    (1,127,920)   -    (1,127,920)
                                    
 Balance, December 31, 2013   328,874,050   $328,874   $52,744,046   $(131,536)  $(52,083,978)  $-   $857,406 
                                    

 

 See accompanying notes to financial statements

 

- 36 -
 

PAID, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

 

   2013   2012 
Cash flows from operating activities:          
   Net loss  $(1,127,920)  $(4,146,200)
   Adjustments to reconcile net loss to net cash (used in) provided by operating activities:     
    Depreciation and amortization   73,907    77,055 
    Loss on disposal of assets   60,229    - 
    Unrealized (gain) loss on investments in trading securities   (94,856)   38,056 
    Provision for bad debt   59,203    5,000 
    Inventory reserve   -    398,120 
    Services rendered in consideration of payment for common stock   64,000    - 
    Payments made in common stock   -    24,167 
    Share-based compensation   367,591    850,459 
    Change in fair value of stock price guarantee   (443,242)   365,846 
    Amortization of prepaid facility costs   784,049    238,013 
    Change in fair value of common stock issued for facility costs   105,843    - 
    Fair value of stock options awarded to professionals and consultants in payment          
       of fees for services provided   -    2,126,831 
    Fair value of stock options awarded to employees in payment of compensation   -    40,000 
    Changes in assets and liabilities:          
      Accounts receivable   (28,528)   (159,534)
      Inventories   419,404    57,883 
      Prepaid expense and other current assets   (246,999)   263,916 
      Advanced royalties   115,269    192,324 
      Prepaid facility costs   -    (239,700)
      Accounts payable   (235,672)   236,664 
      Accrued expenses   (630,652)   257,055 
      Deferred revenue   (216,867)   (72,926)
           
        Net cash (used in) provided by operating activities   (975,241)   553,029 
Cash flows from investing activities:          
     Proceeds from sale of property and equipment   31,830    - 
     Purchases of property and equipment   -    (134,596)
        Net cash provided by (used in) investing activities   31,830    (134,596)
Cash flows from financing activities:          
   Payments on capital lease   (26,338)   (23,350)
   Proceeds from the exercise of stock options   -    41,962 
        Net cash (used in) provided by financing activities   (26,338)   18,612 
           
Net change in cash and cash equivalents   (969,749)   437,045 
           
Cash and cash equivalents, beginning of year   1,433,034    995,989 
           
Cash and cash equivalents, ending of year  $463,285   $1,433,034 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
 Income taxes  $-   $- 
 Interest  $3,166   $5,769 
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES          
 Reclass of capital lease obligations to accounts payable  $7,966   $- 
 Acquisition of property and equipment under capital lease  $-   $63,428 

 

See accompanying notes to financial statements

 

 

- 37 -
 

PAID, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

NOTE 1. ORGANIZATION

 

AuctionInc 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 addition to our products, we have been granted 5 patents by the United States Patent and Trademark Office (USPTO). We feel that our patents are very valuable and we anticipate licensing them at a fair price to generate revenue for PAID Inc. (the "Company", "we", "us", "our"). In addition to this strategy we also have ongoing litigation (Paid vs. eBay) in the U.S. District Court of Massachusetts. Our goal is to develop a robust licensing program.

 

Previously, the Company's primary focus was to provide brand-related services to businesses, celebrity clients in the entertainment industry as well as charitable organizations. PAID's brand management, brand marketing, social media marketing, product design and merchandising, website design; development and hosting services were designed to grow each client's customer base in size, loyalty and revenue generation. We offered entertainers and business entities comprehensive web-presence and related services supporting and managing clients' official websites and fan-community services including e-commerce, VIP ticketing, live event fan experiences, user-generated content, client content publishing and distribution, fan forums, social network management, social media marketing, customer data capture, management and analysis.

 

NOTE 2. MANAGEMENT’S PLANS

 

The accompanying 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 year ended December 31, 2013, the Company reported a net loss of $1,127,920. The Company has an accumulated deficit of $52,083,978 at December 31, 2013 and used $975,241 of cash in operations for the year ended December 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

In January 2013, the Company entered into a partnership agreement with Music City Networks (“MCN”). In accordance with the agreement, as of the effective date, MCN provides client based services directly to the Company’s clients in exchange for a profit participation as defined in the agreement. Going forward, the primary focus of the Company is to expand upon and monetize its intellectual property.

 

Management has reduced the Company’s losses in the music and entertainment area and focused the Company on its growing patent portfolio. The Company has restructured personnel and has partnered with MCN to oversee business functions, such as fulfillment operations, client services, and business development. This changes the business model for engaging in these activities to improve efficiency and reduce costs. The Company will continue to develop key partnerships to aid in the acquisition of new clients and services and thus continue to be involved in this aspect of the business.

 

These changes reduced revenues and gross profit in 2013 and management believes that these changes will continue to reduce revenues and gross profit for 2014. However, 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. Although there is a reduction in revenues and gross profit, the reduction should be offset by the profit participation in MCN’s activities. In addition, the Company continues to increase its efforts to generate income from its patents.

 

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 2014 and will have a positive impact on the Company for 2014 and future years.

 

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Presentation and Basis of Financial Statements

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

 

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The Company has evaluated subsequent events through the filing date of this Form 10-K, and determined that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes.

 

Use of Estimates

 

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the 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 fair value of investments in marketable securities, the collectability of accounts receivable, the realizability of inventories, the recoverability of long-lived assets, valuation of deferred tax assets and liabilities and the estimated fair value of the royalty and advance guarantees, and stock-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.

 

At December 31, 2013 and 2012, the Company’s financial instruments include cash and cash equivalents, investments, in marketable securities, accounts receivable, other receivables, accounts payable, capital leases, and accrued expenses. The carrying amount of cash and cash equivalents, accounts receivable, other receivables, accounts payable, capital leases, and accrued expenses approximates fair value due to the short-term maturities of these instruments. The fair value of the investments in marketable securities is determined based on quoted prices in active markets for identical assets or Level 1 inputs.

 

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. Management believes that the carrying amounts of cash equivalents approximate their fair value because of the short maturity period.

 

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 December 31, 2013, the Company had amounts in these accounts in excess of the FDIC insurance 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.

 

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. For each of the years ended December 31, 2013 and 2012, the Company recorded a provision for doubtful accounts of $53,300.

 

For the years ended December 31, 2013 and 2012, revenues from a limited number of clients accounted for approximately 64% and 78%, respectively, of total revenues. These revenues were generated from the sales of tour merchandise, VIP services, and merchandising and fulfillment services. As of December 31, 2013, accounts receivable from MCN clients totaled approximately 56% of the total accounts receivable balance.

 

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Investments In Marketable Securities

 

The Company accounts for its investments in marketable securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date.

 

As of July 1, 2013, the Company reclassified its investments from trading securities to available-for-sale securities. Marketable debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Available-for-sale securities are stated at fair value, generally based on market quotes, to the extent they are available. Unrealized gains and losses, net of applicable deferred taxes, are recorded as a component of other comprehensive income (loss) and reported in shareholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in earnings in the statements of comprehensive loss. 

Inventories

 

Inventories consist of merchandise for sale and are stated at the lower of average cost or market determined on a first-in, first-out (FIFO) method. When a purchase contains multiple copies of the same item, they are stated at average cost.

 

At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.

 

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. The change in fair value of the stock price guarantee is recorded in the accompanying statements of comprehensive loss.

 

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.

 

Intangible Assets

 

Intangible assets consist of patents which are being amortized on a straight-line basis over their estimated useful life of 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 flows 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 years ended December 31, 2013 and 2012. 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.

 

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Revenue Recognition

 

The Company generates revenue principally from sales of fan experiences, fan club membership fees, shipping calculator subscriptions, and from client 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.

 

Fan experience sales generally include tickets and related experiences at concerts and other events conducted by performing artists. Revenues associated with these fan experiences are generally reported gross, rather than net, and are deferred until the related event has been concluded, at which time the revenues and related direct costs are recognized.

 

Fan club membership fees are recognized ratably over the term of the related membership, generally one year.

 

For sales of merchandise owned and warehoused by the Company, the Company is responsible for conducting the sale, billing the customer, shipping the merchandise to the customer, processing customer returns and collecting accounts receivable. The Company recognizes revenue upon verification of the credit card transaction and shipment of the merchandise, discharging all obligations of the Company with respect to the transaction. During 2013 the Company moved its merchandising operations to MCN in Nashville, TN. Revenues are recognized by means of a profit split calculation payable as a commission due to the Company.

 

Client 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 include event tickets, ticketing and venue fees, shipping and handling fees associated with e-commerce sales, merchandise and royalties paid to clients.

 

Operating Expenses

 

Operating expenses include indirect client 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 years ended December 31, 2013 and 2012, advertising expense totaled $7,815 and $4,679, respectively, and are included in operating expenses in the accompanying statements of comprehensive loss.

 

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 statements of comprehensive loss for the years ended December 31, 2013 and 2012 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The 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 December 31, 2013 and 2012, no excess tax benefits for tax deductions related to share-based awards were recognized from stock options exercised in the years ended December 31, 2013 and 2012 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.

 

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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 total unrecognized tax benefit resulting in an increase in deferred tax assets and corresponding increase in the valuation allowance at December 31, 2013 is $3.0 million. There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.

 

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 balance sheets at December 31, 2013 and 2012.

 

The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax years for 2010 and forward for federal and 2009 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 stockholders 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 year ended December 31, 2013, there were approximately 6,427,000 potentially dilutive shares that were excluded from the diluted earnings (loss) per share as their effect would have been antidilutive for the year then ended.

 

Segment Reporting

 

The Company has determined that it has only one discreet operating segment consisting of activities and services surrounding the sale of fan experiences, fan club memberships, and merchandise associated with its relationships with performing artists and organizations. The Company’s chief operating decision maker is the President, Chief Executive Officer and Chief Financial Officer, who evaluates the company as a single operating segment.

 

NOTE 4. PROPERTY AND EQUIPMENT

 

At December 31, property and equipment consisted of the following:

 

   2013   2012 
Computer equipment and software  $125,830   $292,900 
Office furniture and equipment   19,580    91,800 
Leasehold improvements   -    59,400 
Website development costs   314,190    314,200 
    459,600    758,300 
Accumulated depreciation   (415,986)   (545,400)
   $43,614   $212,900 

 

Depreciation expense of property and equipment for the years ended December 31, 2013 and 2012 amounted to $72,966, and $76,100.

 

NOTE 5. INTANGIBLE ASSETS

 

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.

 

At December 31, intangible assets consisted of the following:

 

   2013   2012 
Patents  $16,000   $16,000 
Accumulated amortization   (10,816)   (9,900)
   $5,184   $6,100 

 

Amortization expense of intangible assets for the years ended December 31, 2013, and 2012 was $941 and $955 respectively. Estimated future annual amortization expense is $900 for each year through 2019. 

 

NOTE 6. FAIR VALUE DISCLOSURE

 

The following table presents fair values for those assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the measurements fall.  No transfers among the levels within the fair value hierarchy occurred during the years ended December 31, 2013 or 2012.

 

  

Fair Value

 
   Level   2013   2012 
               
Investments in marketable securities   1   $106,097   $142,800 
Royalty guarantee   2   $—   $(443,200)

 

For the year ended December 31, 2013, the Company recorded an unrealized gain of $94,856 and $443,242 on the change in fair value of the investments in marketable securities (trading) and stock price guarantee, respectively, and an unrealized loss of $131,536 on the change in fair value of the investments in marketable securities (available-for-sale).

 

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The fair value of the Company’s investments classified as trading securities is determined based on the closing market prices of the respective common stocks as of December 31, 2013.

 

NOTE 7. ACCRUED EXPENSES

 

At December 31, accrued expenses consist of the following:

 

   2013   2012 
Payroll and related costs  $2,446   $18,100 
Professional and consulting fees   -    77,400 
Royalties   421,963    858,300 
Stock payment guarantee liabilities   -    443,200 
Other   14,539    115,800 
 Total  $438,948   $1,512,800 

 

NOTE 8. LONG-TERM LIABILITIES

 

Capital Lease Obligations

 

The Company is obligated under various capital leases for equipment, which expire at various dates through April 2016. The assets capitalized under these leases and associated accumulated depreciation at December 31, are as follows.

  

   2013   2012 
Property and equipment  $83,000   $113,400 
Accumulated depreciation   (63,100)   (37,000)
   $19,900   $76,400 

 

Amortization of capital leases is included in depreciation expense.

 

Minimum future lease payments under capital lease obligations as of December 31, 2013 are as follows:

 

Year Ended December 31,    
2014  $23,400 
2015   17,800 
2016   3,100 
Total future minimum lease payments   44,300 
Less amount representing interest   (3,677)
Present value of net minimum lease payments   40,623 
Less current portion   (20,775)
   $19,848 

 

NOTE 9. COMMITMENTS AND CONTINGENCIES

 

Lease Commitment

 

In November 2013, the Company moved its office located at 40 Washington Street, Westborough, MA and entered into a lease for a premise located at 200 Friberg Parkway, Westborough, MA. The 200 Friberg Parkway lease is for a three-year term ending in November 2016. The original lease at 40 Washington Street was prepaid with 6,082,985 shares of common stock having a closing price of $0.21 per share on August 22, 2011. The payment was for rent over five years, projected taxes and operating expenses, and a security deposit. As a result of the termination of the 40 Washington Street lease, the Company forfeited its security deposit of $83,134, which was previously paid with shares of common stock of the Company, paid a termination fee of $166,865, recorded an other receivable due from the landlord, Carruth Capital, in the amount of $635,056 in the accompanying balance sheet, amortized $748,049 of prepaid facility costs included in operating expenses and a change in fair value of $105,843 included in other expense in the accompanying statement of comprehensive loss. The balance due is a result of the remaining shares available for sale which were issued as prepayment for rent.

 

The future minimum rent under the current operating lease for each of the remaining years is:

 

2014  $14,654 
2015   14,654 
2016   13,433 
   $42,741 

 

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Stock Price Guarantee

 

The Company guaranteed the landlord of the 40 Washington Street location that the shares would sell on the open market for at least $1,386,500, given the landlord sells the shares within a period of three months after the initial six month restriction on transfer has expired. The guarantee period ended on December 31, 2012.

 

In connection with the Company's advance royalties, during the second quarter of 2012, the Company issued options to purchase common stock at an exercise price of $0.001 per share for both advance and previously earned royalties. The options were exercised immediately along with a Company guarantee that the shares acquired would sell for at least $1,246,118 within six months. If the shares do not reach the required $0.12 per share within that period, the Company has the option of issuing additional shares at their fair value at the end of the period or making a cash payment for the difference between the guaranteed sales price and the fair value of the stock at the end of the six month period. At December 31, 2012, the Company extended the guarantee. As of December 31, 2013, the stock price guarantee was $0 as the Company's stock price was above $0.12 per share.

 

Legal Matters

 

In the normal course of business, the Company periodically becomes involved in litigation. As of December 31, 2013, in the opinion of management, the Company had no pending litigation that would have a material adverse effect on the Company's 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 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 condensed balance sheets.

 

NOTE 10. COMMON STOCK

 

Stock Subscription Receivable

 

During the year ended December 31, 2013, $64,000 was expensed as services rendered in consideration of payment for common stock.

 

Share-based Incentive Plans

 

During the years ended December 31, 2013 and 2012, 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.

 

Active Plans:

 

2012 Plan

 

On October 15, 2012, the Company adopted the 2012 Non-Qualified Stock Option Plan (the "2012 Plan"). The purpose of the 2012 Plan, is to provide long-term incentives and rewards to those employees of the Company, and any other individuals, whether directors, consultants or advisors who are in a position to contribute to the long-term success and growth of the Company. The options granted have a 10 year contractual term and vest one hundred percent on the date of grant. There are 1,000,000 shares reserved for future issuance under this plan. Information with respect to stock options granted under this plan during the year ended December 31, 2013 is as follows:

 

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   Number of shares   Weighted average exercise price per share 
Options outstanding at December 31, 2011   —   $— 
Granted   7,000,000   $0.043 
Cancelled   —   $— 
Exercised   —   $— 
Options outstanding at December 31, 2012   7,000,000   $0.043 
Granted   2,000,000   $0.092 
Cancelled   —   $— 
Exercised   —   $— 
Options outstanding at December 31, 2013   9,000,000   $0.054 

 

2011 Plan

 

On February 1, 2011, the Company adopted the 2011 Non-Qualified Stock Option Plan (the "2011 Plan"), to replace the 2001 Plan discussed below, and has filed Registration Statements on Form S-8 to register 30,000,000 shares of its common stock. Under the 2011 Plan, employees and consultants may elect to receive their gross compensation in the form of options, exercisable at $0.001 per share, to acquire the number of shares of the Company's common stock equal to their gross compensation divided by the fair value of the stock on the date of grant. The options granted have a 10 year contractual term and have vesting periods that range from one hundred percent on the date of grant to one third immediately, one third vesting in 18 months and the final on third vesting in 36 months from the date of the grant. Information with respect to stock options granted under this plan during the year ended December 31, 2013 and 2012 is as follows:

 

   Number of shares   Weighted average exercise price per share 
   Options outstanding at December 31, 2011   3,000,000   $0.145 
           Granted   16,614,369   $0.001 
           Cancelled   -   $- 
           Exercised   (16,614,369)  $0.001 
   Options outstanding at December 31 2012   3,000,000   $0.015 
           Granted   2,250,000   $0.115 
           Cancelled   (3,000,000)  $0.145 
           Exercised   -   $- 
   Options outstanding at December 31, 2013   2,250,000   $0.115 

 

A summary of the awards under this plan during the year ended December 31, 2012 is as follows:

 

   Number of shares   Gross Compensation 
   2012 
Employee payroll   249,097   $40,000 
Consulting and professional fees   16,365,272    2,126,831 
   Total   16,614,369   $2,166,831 

 

At December 31, 2013 there are 750,000 shares reserved for issuance under this plan. 

 

2002 Plan

 

The 2002 Stock Option Plan (“2002 Plan”) provides for the award of qualified and non-qualified options for up to 30,000,000 shares. The options granted have a ten-year contractual term and have a vesting schedule of either immediately, two years, or four years from the date of grant. Information with respect to stock options granted under this plan during the years ended December 31, 2013, and 2012 is as follows: 

 

 

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   Number of shares   Weighted average exercise price per share 
   Options outstanding at December 31, 2011   13,121,952   $0.104 
 Granted   5,000,000   $0.065 
 Cancelled or Expired   (7,560,976)  $0.015 
 Exercised   (2,560,976)  $0.041 
   Options outstanding at December 31, 2012   8,000,000   $0.095 
 Granted   -   $- 
 Cancelled or Expired   -   $- 
 Exercised   -   $- 
   Options outstanding at December 31, 2013   8,000,000   $0.095 

  

There are currently no shares reserved for issuance under this plan.

 

2001 Plan

 

The 2001 Non-Qualified Stock Option Plan (the "2001 Plan") expired on January 31, 2011. The Company adopted the 2001 Plan on February 1, 2001 and filed Registration Statements on Form S-8 to register 120,000,000 shares of its common stock. Under the 2001 Plan, employees and consultants could have elected to receive their gross compensation in the form of options, exercisable at $0.001 per share, to acquire the number of shares of the Company's common stock equal to their gross compensation divided by the fair value of the stock on the date of grant. Information with respect to stock options granted under this plan during the years ended December 31, 2013, and 2012 is as follows:

 

   Number of shares   Weighted average exercise price per share 
Options outstanding at December 31, 2011   1,061,332   $0.001 
Granted   -   $0.001 
Cancelled   (68,750)  $0.001 
Exercised   (962,000)  $0.001 
Options outstanding at December 31, 2012   30,582   $0.001 
Cancelled   (30,582)  $0.001 
Exercised   -   $- 
Options outstanding at December 31, 2013   -   $- 

 

There are currently no shares reserved for issuance under this plan.

 

Fair value of issuances

 

The fair value of the Company's option grants under the 2012, 2011, and 2002 Plans was estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions:

 

   2013   2012 
Expected term (based upon historical experience)   5-6 years    <1 week 
Expected volatility   127.95% – 132.84% 42    118.35%
Expected dividends   None    None 
Risk free interest rate   1.0% - 2.0%    0.10%

  

For the year ended December 31, 2012 the fair value of options granted under all plans in 2012 was $532,291 which, assuming no forfeiture rate, resulted in $532,291 in additional compensation expense being charged to operations. The Company used the Black-Scholes option pricing model with the following weighted average assumptions:

 

 

Expected term (plain-vanilla)   6.67 years 
Expected volatility   110.85%
Expected dividends   None 
Risk free interest rate   0.09%

 

No options were exercised during the year ended December 31, 2013. The intrinsic value of options exercised during the year ended December 31, 2012 was $56,854 in exchange for $962 cash. Out of the total options exercised in 2012, 1,000,000 were exercised as additional compensation and 1,560,976 were exercised through a subscription receivable, both of which were exercised at the options grant price.

 

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The weighted-average grant date fair value of options granted during the year ended December 31, 2013 was $0.10 per share.

 

For the year ended December 31, 2013, the Company recorded share-based compensation expense related to stock options of $367,591 and are included in operating expenses in the accompanying statement of comprehensive loss.

 

The Company had an aggregate of $134,000 of unrecognized share-based compensation expense for options outstanding as of December 31, 2013, which is expected to be recognized over a weighted average period of 2.58 years.

 

Information pertaining to options outstanding and exercisable at December 31, 2013 is as follows:

 

  Options Outstanding  Options Exercisable
Exercise Prices  Number of Shares  Weighted
Average
Remaining
Contractual
Life (In Years)		  Number of Shares  Weighted
Average
Remaining
Contractual
Life (In Years)
0.041  5,000,000  8.79  5,000,000  8.79
0.048  2,000,000  8.94  2,000,000  8.94
0.065  5,000,000  8.61  5,000,000  8.61
0.092  3,500,000  9.39  2,716,250  9.39
0.145  3,000,000  7.87  3,000,000  7.87
0.160  750,000  9.97  261,875  9.97
   19,250,000  8.77  17,978,125  8.71

 

Summary of all stock option plans during the years ended December 31, 2013, and 2012 is as follows:

 

   Number of Shares   Weighted Average Price   Weighted Average Remaining  Contractual Life (In Years)   Aggregate Intrinsic Value 
 Options outstanding at December 31, 2011   17,183,284   $0.105           
 Granted   28,614,369    0.022           
 Cancelled   (7,629,726)   0.109           
 Exercised   (20,137,345)   0.006           
 Options outstanding at December 31, 2012   18,030,582    0.083           
 Granted   4,250,000    0.104           
 Cancelled   (3,030,582)   0.144           
 Options outstanding and expected to vest at December 31, 2013   19,250,000   $0.078   $8.77   $1,962,000 
 Options exercisable at December 31, 2013   17,978,125   $0.075   $8.71   $1,883,000 

 

NOTE 11. INCOME TAXES

 

The Company is subject to taxation in the United States, Massachusetts and New Jersey. The provision for income taxes for the year ended December 31, 2013 are summarized below:

 

   December 31, 
   2013 
Current:     
Federal  $- 
State   3,650 
Total current   3,650 
      
Deferred:     
Federal   3,215,000 
State   (174,000)
Change in valuation allowance   (3,041,000)
Total deferred   - 
Income tax provision (benefit)  $3,650 

 

A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income provision is as follows: 

 

   December 31, 
   2013 
U.S. federal statutory tax rate   34.00%
State tax benefit, net   (0.21)%
Gain on stock price guarantee   13.38%
Other   (0.01)%
Valuation allowance   (47.48)%
Effective income tax rate   (0.32)%
      

 

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Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

 

 

   December 31,   December 31, 
   2013   2012 
Deferred tax assets:          
NOL's  $17,728,000   $15,212,000 
State taxes   (49,000)   - 
Inventory and other reserves   22,000    - 
Depreciation and amortization   (4,000)   - 
NQ stock option expense   556,000    - 
Total deferred tax assets   18,253,000    15,212,000 
Valuation allowance   (18,253,000)   (15,212,000)
Net deferred tax assets  $-   $- 

 

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $3,041,000 in 2013.

 

As of December 31, 2013, the Company had net operating loss carryforwards for federal income tax purposes of approximately $47,000,000 which expire beginning in the year 2019. As of December 31, 2013, the Company had net operating loss carryforwards for state income tax purposes of approximately $20,000,000 which expire beginning in the year 2013.

 

Utilization of the net operating losses may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses ad credits before their utilization. The Company has not performed an analysis to determine the limitation of the net operating loss carryforwards.

 

NOTE 12. RELATED PARTY TRANSACTIONS

 

Steven Rotman is the father of Gregory Rotman, former President of the Company, and Richard Rotman, former Vice-President/Secretary of the Company. The Company paid rent, at approximately $2,500 per month, as a tenant at will, to a company in which Steven Rotman is a shareholder. On June 30, 2012 the Company terminated the tenant at will agreement, and vacated the premises as part of the facility consolidation to Westborough, Massachusetts. Rent expense for the year ended December 31, 2012 and was approximately $15,000.

 

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