v3.26.1
Note 4 - Intangible Assets and Acquisitions
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Intangible Asset [Text Block]

Note 4. Intangible Assets and Acquisitions

 

The Company holds several patents for the real-time calculation of shipping costs for items purchased through online auctions using a zip code as a destination location indicator. It includes shipping charge calculations across multiple carriers and accounts for additional characteristics of the item being shipped, such as weight, special packaging or handling, and insurance costs. These patents help facilitate rapid and accurate estimation of shipping costs across multiple shipping carriers and include real-time calculation of shipping. The Company recorded intangible assets of $230,506 for the platform development of Warehowz.com. This addition is expected to depreciate over a 3-year period.

 

Acquisition of Warehowz Inc.

 

On January 30, 2026, the Company entered into a purchase agreement with Warehowz Inc., a Virginia corporation (“Warehowz”) whereas the Company acquired the equity interests of Warehowz for a total consideration of $176,786 plus a payment of 8.5% of net revenue plus 40% of the net income, for each of the 12 months ended December 31, 2026, and 2027. Warehowz provides access to over 2500 warehousing and fulfillment facilities to shippers across the United States and Canada. The Company feels that this acquisition will complement the shipping label generation services currently provided by ShipTime by offering a complete, discounted fulfillment solution.  Additionally, overlap of the customer base will allow for marketing and cross selling of future services on the Paid and ShipTime platforms. The acquisition is considered a business combination under ASC 805. The transaction was funded by an assumption of liabilities which was paid in a combination of cash and shares of the Company’s stock based on the closing price as of the acquisition date. The contingent consideration represents a revenue-based earnout of accounts payable, accrued liabilities and other post close expenses. The Company has included the results of operations beginning January 31, 2026, in its financial reporting for the first quarter of 2026.  Pro forma financial information has been excluded from prior period reporting as the historical financial results of Warehowz are not considered significant to the Company’s financial statements.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at January 30, 2026.

 

Cash and cash equivalents

  $ (8,275 )

Property and equipment

    3,376  

Intangible assets

    230,506  
      225,607  

Accounts payable and accrued liabilities

    48,822  

Note payable to former shareholder

    75,000  

Advances from former shareholders

    101,785  

Total liabilities assumed

    225,607  

Net assets acquired

  $ -  

 

Intangible Assets

 

In determining the estimated fair value of the intangible assets, the Company considered, among other factors, the best use of the acquired assets, analyses of historical financial performance and estimates of future performance of Warehowz.

 

 

Fair Value Useful Life

 

   

Fair Value

   

Useful Life (in years)

 

Technology

  $ 230,506       3  

 

Technology acquired would complement the current offering by the Company and the future development of products as a result of the acquisition may result in incremental growth.

 

As of March 31, 2026, shareholders representing approximately 96% of the outstanding shares have executed and returned required documentation and received merger consideration. The remaining shares are subject to ongoing administrative settlement procedures and/or statutory merger provisions. The Company has recorded the acquisition as of the closing date.

 

In addition, the Company has various other intangibles from past business combinations.

 

At March 31, 2026, intangible assets consisted of the following:

 

   

Patents

   

Trade Name

   

Technology

&

Software

   

Customer

Relationships

   

Total

 

Gross carrying amount

  $ 16,000     $ 780,637     $ 812,806     $ 4,527,384     $ 6,116,827  

Accumulated amortization

    (16,000 )     (780,637 )     (582,300 )     (2,868,818 )     (4,227,755 )
    $ -     $ -     $ 230,506     $ 1,658,566     $ 1,889,072  

 

At December 31, 2025, intangible assets consisted of the following:

 

   

Patents

   

Trade Name

   

Technology

&

Software

   

Customer

Relationships

   

Total

 

Gross carrying amount

  $ 16,000     $ 780,931     $ 582,487     $ 4,597,547     $ 5,976,965  

Accumulated amortization

    (16,000 )     (780,931 )     (582,487 )     (2,838,941 )     (4,218,359 )
    $ -     $ -     $ -     $ 1,758,606     $ 1,758,606  

 

Amortization expense of intangible assets for the three months ended March 31, 2026, and 2025 was $73,036 and $69,779, respectively.