S-1/A

SECURITIES AND EXCHANGE COMMISSION

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AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Pay By The Day Holdings, Inc.

(Exact Name of Small Business Issuer in its Charter)

Nevada
(State of Incorporation)	(Primary Standard Classification Code)	(IRS Employer ID No.)

Pay By The Day Holdings, Inc.

193 Jardin Drive, 2nd Floor West

Concord, ON L4K 1X5

( 905) 760-0475

Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

Pay By The Day Holdings, Inc.

193 Jardin Drive, 2nd Floor West

Concord, ON L4K 1X5

( 905) 760-0475

 (Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

GREGG E. JACLIN, ESQ.

ANSLOW & JACLIN, LLP

195 Route 9 South, Suite 204

Manalapan, NJ 07726

TELEPHONE NO.: (732) 409-1212

FACSIMILE NO.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_| 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| 

Large Accelerated Filer [  ]     Accelerated Filer [  ]     Non-Accelerated Filer [  ]     Smaller Reporting Company [X]

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Offering Price per share	Proposed Maximum Aggregate Offering Price	Amount of Registration fee
Common Stock, par value $0.001	269,000	$0.10	$ 26,900	$ 1.06

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shareholders were sold to our shareholders in a private placement memorandum. The price of $0.10 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED  JUNE 27 , 2008

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

TABLE OF CONTENTS

	PAGE
Prospectus Summary	1
Summary Financials	1
Risk Factors	3
Use of Proceeds	5
Determination of Offering Price	5
Dilution	5
Selling Shareholders	6
Plan of Distribution	7
Description of Securities to be Registered	7
Interests of Named Experts and Counsel	8
Organization Within Last Five Years	8
Description of Business	9
Description of Property	13
Legal Proceedings	13
Available Information	14
Index to Financial Statements	F-1
Management Discussion and Analysis of Financial Condition and Financial Results	15
Plan of Operations	15
Executive Compensation	17
Security Ownership of Certain Beneficial Owners and Management	18

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ITEM 3.  Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements, before making an investment decision .

About Our Company

Pay By The Day Holdings, Inc. (“the Company” or “Pay By The Day”) was incorporated in Nevada in August 2007; on August 31, 2007 we entered into a Share Exchange Agreement with Pay By The Day Company Inc., an Ontario Corporation, whereby Pay By The Day Company Inc. became our wholly owned subsidiary.  The Company’s primary focus is on direct sales of Computer Products and Consumer Electronics. We were founded by Jordan Starkman who serves as President and Secretary, and Director. He has coordinated and managed all business functions of the Company, including marketing, finance and operations.

Revenues are drawn from the sale of Computer Products and Consumer Electronics directly to consumers through a targeted multi-media direct marketing approach.  The company’s primary success will come from consumers desire to purchase products through a variety of financing options and payments starting at “a dollar a day”.  Our name is a reflection of today’s demanding financing environment.  We aim to be a one stop shop for our customers who may have limited access to capital and a need or desire to purchase our product offerings.

Where You Can Find Us

Our business office is located at 193 Jardin Drive, 2nd Floor West, Concord, ON L4K 1X5. This location is adequate for our current needs. Our telephone number is 905-760-0475.

Terms of the Offering

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.

We will not receive any of the proceeds from the resale of these shares. The offering price of $0.10 was determined by the price shares were sold to our shareholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception ( 5 June 2003 ) through to February 29, 2008 are derived from our audited annual financial statements and quarterly filings.

	From Inception- 5-Jun, 2003 through 29-Feb-08		Six Months Ended 29-Feb-08		Year Ended 31-Aug-07		Year Ended 31-Aug-06		Year Ended 31 Aug -05		Year Ended 31 Aug -04		Period from Commencement (5 June 2003) to 31 Aug-2003
STATEMENT OF OPERATIONS
Revenues		385,444		2,651		14,619		22,674		134,659		180,904		29,937
Total Operating Expenses		270,825		58,671		44,571		25,119		78,344		52,787		11,333
Net Loss		106,343		58,118		16,945		18,388		9,544		3,167		181

	As of		As of		As of		As of		As of		As of		As of
	29-Feb-08		30-Nov-07		31-Aug-07		31-Aug-06		31-Aug-05		31-Aug-04		31-Aug-03
BALANCE SHEET DATA
Cash		11,828		29,975		154		3,183		361		6,763		13,621
Total Assets		21,676		35,838		6,531		120,468		20,997		33,812		34,814
Total Liabilities		104,591		96,307		62,921		144,466		34,978		37,528		34,993
Stockholders’ Deficit		82,915		60,469		56,390		23,998		13,981		3,716		178

The Company has experienced a dramatic decrease in sales from fiscal year 2005 to February 29, 2008.  The Company’s slow growth and decrease in sales is attributed to the difficulty in effectively approving customer credit applications.  In addition, over the past 2 years there has been a significant drop in the selling prices of computers and consumer electronics making these goods easily accessible at local retailers without the need for financing.  It is uncertain if the Company will be able to continue to finance customer‘s purchases.  

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269,000 SHARES OF

PAY BY THE DAY HOLDINGS, INC.

COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange and have no voting rights. The 269,000 shares of our common stock can be sold by selling security holders at a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents withThe Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of This Prospectus Is:   June 27 , 2008

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Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our” or “us” refer to the Company and not to the selling stockholders.

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

We were incorporated in Nevada in August 2007. With the exception of $11,828 in cash, we have no significant financial resources and limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.

We will require financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.

We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be approximately $200,000 . Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to implement our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.

If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.

Our auditor has expressed substantial doubt as to our ability to continue as a going concern.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern.From inception to February 29, 2008, we have incurred a net loss of $106,343, and an accumulated deficit of $106,343. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan, including our initial go to market strategy.

We are subject to regulations relating to governmental anti money laundering procedures.

The Office of the Superintendent of Financial Institutions (OSFI) regulations regarding anti-money laundering procedures requires verification of client information with two pieces of identification prior to opening an account. Since this was done when the personal checking account was opened, we fulfill this requirement by only accepting personal checks. If an applicant is unable to provide a personal check to open an account, they may do so with a money order or cash providing the application is accompanied with a Verification of Identification form completed by a notary as well as copies of the identification that was physically seen by the notary. PBTD requires two pieces of identification issued by a Canadian Government agency, one of these must contain a photograph and signature.

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Our future success is dependent, in part, on the performance and continued service of jordan starkman, our only officer. Without his continued service, we may be forced to interrupt or eventually cease our operations.

We are presently dependent to a great extent upon the experience, abilities and continued services of Jordan Starkman our only Officer and Director. We currently do not have an employment agreement with Mr. Starkman. The loss of his services could have a material adverse effect on our business, financial condition or results of operation.

We are selling our products in a highly competitive market and we are unsure as to whether or not there will be any consumer demand for our products.

Some of our competitors are much larger and better capitalized than we are. It may be that our competitors will better address the same market opportunities that we are addressing. These competitors, either alone or with collaborative partners, may succeed in developing business models that are more effective or have greater market success than our own. The Company is especially susceptible to larger manufacturers that invest more money in marketing. Moreover, the market for our products is large but highly competitive. There is little or no hard data that substantiates the demand for our products or how this demand will be segmented. It is possible that there will be low consumer demand for our products, or that interest in our products could decline or die out, which would cause us to be unable to sustain our operations.   The availability of computers and other electronic goods at lower or more competitive prices may cause potential customers to purchase products elsewhere which would negatively impact our business .

Our business is subject to significant risks related to the credit markets in particular consumer lending and subprime credit seekers.

The tightening of the credit markets may significantly affect our ability to proceed with our business plan.  The availability of funds for credit to consumers with less than perfect credit has been declining steadily.  Consumers who previously were able to get subprime loans may not qualify for credit in today’s market because of higher credit standards.  This may affect our business because fewer consumers will qualify to purchase our products .

The ability to successfully deploy our business model is heavily dependent upon united states’ and canadian economic conditions.

The ability to successfully deploy our business model is heavily dependent upon the general state of the US and Canadian economy. We cannot assure you that favorable conditions will exist in the future. A general economic recession in the United States and Canada or a devaluation of the US Dollar and Canadian Dollar relative to the Euro could have a serious adverse economic impact on us and our ability to obtain funding and generate projected revenues.

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The offering price of the shares  should not be used as an indicator of the future market price of the securities.  The offering price bears no relationship to the actual value of the company, and may make our shares difficult to sell.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $.10 for the shares of common stock was determined based on the price of shares sold in our private offering . The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

There is no assurance of a public market or that the common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Item 4.  Use of Proceeds.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

Item 5. Determination of Offering Price

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was based on the price of our private offering . The offering price was determined by the price shares were sold to our shareholders in our private placement which was completed in December 2007 pursuant to an exemption under Rule 506 of Regulation D.

The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will attempt to engage a market maker to file to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Item 6. Dilution.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

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Item 7. Selling Security Holders.

SELLING SHAREHOLDERS

The shares being offered for resale by the selling stockholders consist of the 269,000 shares of our common stock held by 41 shareholders of our common stock of which 209,000 shares were sold in our Regulation D Rule 506 offering completed in December 2007, 10,000 shares were issued for legal services rendered, and 50,000 were issued in consideration for cash.

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of  June 16, 2008 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Name of selling stockholder	Shares of common stock owned prior to offering	Shares of common stock to be sold	Shares of common stock owned after offering	Percent of common stock owned after offering
Maxwell Network Group Inc. (1)	100,000	50,000	0	8.07 %
Itamar Cohen	100,000	50,000	0	8.07 %
Gregg E. Jaclin (3)	5,000	5,000	0	0%
Richard I. Anslow (3)	5,000	5,000	0	0%
Iris Taxon	35,000	35,000	0	0%
Maital Cohen	5,000	5,000	0	0%
Sammy Anidjar	5,000	5,000	0	0%
Miriam Anidjar	5,000	5,000	0	0%
Neil Casselman	5,000	5,000	0	0%
Sandra Payer	5,000	5,000	0	0%
Dennis Payer	5,000	5,000	0	0%
Michael Payer	5,000	5,000	0	0%
Lorna Limasing	5,000	5,000	0	0%
Luz M. Sta Maria	5,000	5,000	0	0%
Minerva D. Atienza	5,000	5,000	0	0%
Mike Amorosso	5,000	5,000	0	0%
Mike Wilson	5,000	5,000	0	0%
Noreen Wilson	5,000	5,000	0	0%
Meir Waisenberg	5,000	5,000	0	0%
Valerie Afriat	5,000	5,000	0	0%
Angelo Toneguzzo	5,000	5,000	0	0%
Alena Danieli	5,000	5,000	0	0%
Nissan Danieli	5,000	5,000	0	0%
David Anidjar	5,000	5,000	0	0%
Anne Marks	5,000	5,000	0	0%
Deena Oziel	3,000	3,000	0	0%
Danny Rabizada	2,500	2,500	0	0%
Tammy Revizada	2,500	2,500	0	0%
Ghitel Grinfield	2,000	2,000	0	0%
Isaac Oziel	2,000	2,000	0	0%
Sherwin Shapiro	2,000	2,000	0	0%
Liran Cohen	1,000	1,000	0	0%
Tami Garson (2)	1,000	1,000	0	0%
Jeff Botnick	1,000	1,000	0	0%
Lawrence Rabie	1,000	1,000	0	0%
Annette Shapiro	1,000	1,000	0	0%
Jesse Shapiro	1,000	1,000	0	0%
Matthew Shapiro	1,000	1,000	0	0%
Ben Giterman	1,000	1,000	0	0%
Yona Giterman	1,000	1,000	0	0%
Alan Patel	1,000	1,000	0	0%

(1)   Maxwell Network Group Inc. is controlled by Itamar Cohen.

(2)	Tami Garson is the wife of Jordan Starkman the Company’s President
(3)	These shares are owned by Gregg E. Jaclin, and Richard I. Anslow who are partners in the law firm Anslow & Jaclin, LLP, which is serving as counsel to the Company with respect to this registration statement .

Except as listed below, to our knowledge, none of the selling shareholders or their beneficial owners:

- has had a material relationship with us other than as a shareholder at any time within the past three years; or

- has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 

-   are broker-dealers or affiliated with broker-dealers. 

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Item 8. Plan of Distribution.

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will attempt to engage a market maker to file   to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.10 until a market develops for the stock.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

O	ordinary brokers transactions, which may include long or short sales,
O	transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
O	through direct sales to purchasers or sales effected through agents,
O	through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
O	any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $25,000.

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

Item 9. Description of Securities to be Registered.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Our authorized capital stock consists of 100,000,000 Shares of common stock, $0.001 par value per share. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.

Common Stock

As of June 16 , 2008 619,000 shares of common stock are issued and outstanding and held by 42 shareholders. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.

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The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this private placement are fully paid and non-assessable.  We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.  All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock

Our articles of incorporation do not provide authorization to issue shares of preferred stock.

Dividends

We have not paid any cash dividends to shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends  upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no options to purchase our securities outstanding.

Item 10. Interests of Named Experts and Counsel

INTERESTS OF NAMED EXPERTS AND COUNSEL

Other than Richard Anslow, and Gregg Jaclin, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.  Richard Anslow and Gregg Jaclin are partners of Anslow & Jaclin, LLP.

The financial statements included in this prospectus and the registration statement have been audited by DNTW Chartered Accountants, LLP, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Item 11. Information with Respect to the Registrant.

Organization Within Last Five Years

We were incorporated in August 2007 in the State of Nevada and 50,000 shares of common stock were issued to Jordan Starkman.

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Description of Business

General

Pay By The Day Holdings, Inc. (the “Company” or “PBTD” or “Pay By The Day”)) was incorporated in August 2007 in Nevada; on August 31, 2007 we entered into a Share Exchange Agreement with Pay By The Day Company Inc., an Ontario Corporation incorporated in June 2003 , whereby Pay By The Day Company Inc. became our wholly owned subsidiary. Pay By the Day Company Inc. commenced operations in July 2003 and at the time of the Share Exchange the sole owner of Pay By The Day Company Inc. was Jordan Starkman, Pay By The Day Holdings Inc’s. sole officer and director .  Our business office is located at 193 Jardin Drive, 2nd Floor West, Concord, ON L4K 1X5.  Our telephone number is 905-760-0475 or 1-800-854-7970.

The Company was incorporated in Nevada in August 2007 with the “Pay By The Day” branding as a basic premise of our business model with a primary focus on direct sales of Computer Products and Consumer Electronics.  Our name is a reflection of today’s demanding financing environment.  We are a one stop shop for our customers who may have limited access to capital and a need or desire to purchase our product offerings.

Our Company has recognized the sales and profit potential of selling Computer Products and Consumer Electronics to customers that may want or need to use credit facilities to make their purchases.    These products include desktop and laptop computers, TV’s, cameras, video games, iPods, and audio equipment . Our goal is to be a key player in the sale of Computer Products and Consumer Electronics directly to consumers through a targeted multi-media direct marketing approach.  The company’s primary success will come from consumers desire to purchase products through a variety of financing options and payments starting at “a dollar a day”.

Pay By The Day’s targeted multi-media direct marketing approach involves a combination of both television commercials and print advertisements in selected communities that fit our target market.  Our primary concentration is rural communities lacking big box retailers and customers who are not price conscious.

Pay By The Day has sold computer systems and negotiated financing for customers all across Canada.  PBTD  finances the transactions through either our finance partner, The Credit Group, or PBTD finances the purchase internally requiring a down payment.  PBTD currently has a steady flow of applications from our past advertising campaigns, however our approval rates have declined over the past 2 years. Pay By The Day CreditPlus offers products and information that will improve credit worthiness for our target group through PBTD’s own internal Secured Credit Card  and PBTD’s internal financing.  PBTD CreditPlus Secured Credit Card is operational and we have had customers apply .  However, we currently have no customers signed up to the program and we have no security deposits being held in trust.

The products offered for sale to PBTD customers are the same for PBTD CreditPlus customers except the CreditPlus customers are limited to their credit limit amount typically in the $200 range.  PBTD is in the process of expanding its product offering to Sporting Goods and Furniture, and has recently added Apple products.  At present, these categories are not high volume items, are based upon customer requests, and are purchased from wholesalers.

The majority of our revenue is derived from the products sold to customers as opposed to credit services.  These products are sold and financed either through PBTD’s finance partner, The Credit Group, financed internally through PBTD requiring a down payment, or purchased on the PBTD CreditPlus Secured Card.  Our profits are derived from the markup on the products sold.  We have had a number of customers enquire and apply for the CreditPlus card, however, we currently do not have any accounts open and we have never had a customer make a purchase on the CreditPlus card.  We have been increasing the number of transactions financed internally due to the difficulties in approving customers for credit through our finance partner, The Credit Group.  In order to limit our exposure on transactions financed internally, PBTD requires a down payment on the products purchased.  The down payment will cover the majority of our purchase price and we finance the balance owing at an attractive 0% interest rate .

Pay By The Day’s mission is to become a key competitor in the direct sale of Computer Products and Consumer Electronics, while PBTD’s Credit Plus  division desires to become one of Canada’s leading marketer and provider of Secured Credit Card options for customers who wish to establish or re-establish credit history.   Given the Canadian landscape for secured credit card products we believe there is a significant opportunity for Pay By The Day to capture a large percentage of the market.  Most financial institutions offering secured products require a minimum security deposit of $1000.  A large portion of consumers who wish to establish or re-establish credit history do not necessarily have $1000 or want to tie up $1000 for a secured credit card.  We believe having a lower security deposit option provides an attractive option to these individuals.

 Our concept consists of the following components:

 Company: To create a well respected and recognized brand in the sale of computers and consumer electronics on a financing basis. The company will also be a means for customers with poor credit rating to improve their credit rating by the repayment of financing provided to them by PBTD Computers. Product: To sell only top quality brand name merchandise.

 Economic: To operate the company on a sound financial basis of profitable growth, increasing value for shareholders, and creating career opportunities and financial rewards for our employees.

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PBTD Computers Operation

Typical Revenue Producing Transaction:

A customer’s first experience with us is generally when they call our toll free number in response to one of our marketing campaigns.  Our primary sales efforts are directed towards customers who contact us as a result of our marketing campaigns.  Our secondary sales efforts are made through out bound sales calls from our offices.  Customers are also able to come to our office and pick up their purchases.  

Once customer contact has been established, a credit application is filled out.  Credit applications are either filled out online or over the telephone. Each application is carefully screened prior to being forwarded to our financing partner, The Credit Group (TCG), where it is processed in order to review the customer’s credit history. We attempt to collect as much information as possible to determine the credit worthiness of the customers in order to ensure a high approval rate with our financing partners and to minimize unnecessary credit checks on our customers. PBTD’s screening process consists of evaluating TCG’s parameters for approval. We view the content on the application and follow up with a phone call to the customer to verify income and income source. We also verify if the applicant rents or owns a home, whether the applicant has collections, credit cards, or judgments against them. TCG prefers applicants who have steady work history as opposed to a social assisted income, owners and not renters as renters are too transient, some form of existing credit, and limited defaults on file. If we feel the chances of approval are low, we do not run an Equifax report and we do not send the application to TCG. After gathering the additional information and if we feel there could be an approval, we run the Equifax report and send it along with the application to TCG. Once we decide to forward an application to our financing partner, the customer is either approved or declined by our financing partner for our program .

Declined customers have the option of paying by money order, certified check, cash or credit card. The customer also has the option of choosing our internal “Pay By The Day” credit program through which they are automatically approved upon providing us with a 50% down payment with the remainder of their payments spread out over a 12 month term. This is a completely internal financing program and requires no outside financing assistance. These customers will also be given the opportunity to receive the PBTD CreditPLUS Secured card .

For customers that are approved by TCG, TCG underwrites the credit. Approved applications are extended a pre-determined level of credit ranging from $1500 - -$5000 through TCG. Our company’s success will depend on our ability to generate a high volume of credit worthy customers who will be approved for credit by our financing partner .

Our relationship with The Credit Group (TCG) is one that will expedite our growth process. They have the ability to finance both A and B level credit on a Conditional Sales Contract program. We receive 100% of the contract amount on “A” credit deals and due to the added risk for “B” credit customers the payout is 90% of the deal amount. There is no recourse on transactions rated as an “A” credit deal, however PBTD has 1st payment recourse on “B” credit deals. Once the customer has made there 1st payment, PBTD is no longer liable for the sale amount. We currently have no exposure at this point in time. We are currently being funded on deals once the merchandise has been shipped from our facilities and the customer acknowledges receipt of goods. We currently have a 3-5 hour turn around time for approvals or declines. We have discussed with TCG the implementation of a 5 minute turn around time. They are willing to accommodate our needs as the volume increases. PBTD is not related to The Credit Group except for the relationship described above .

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Once approved by TCG , our customers are sent all the necessary documentation and instructions on what identification they are to provide us with in order to finalize the deal.   We deal primarily through facsimile transmission.  In general a customer must provide us with the following information:

·        All documents signed and dated

·        A copy of a void check from their financial institution (for automatic withdrawals)

·        A copy of picture identification, front and back (driver’s license, passport, etc.)

·        A copy of proof of residence (phone bill, utility bill, etc.)

Once we receive the information by fax, we consider the deal to be finalized. The information is sent to our financing partner. The shipment is shipped via Purolator or Fed-Ex and our financing partner forwards funds to us immediately upon shipment. While we always send a self addressed stamped envelope to our clients and request the original documents to be sent back as soon as possible, the deal is considered done upon receipt of client information in any form.

Potential customers who call while our sales staff are unavailable are tracked by a call capture system which allows us to contact the customer from the downloaded phone numbers. Our internal sales staff will use its best efforts to return such calls immediately.

We market and sell brand name merchandise directly to consumers utilizing a multi-media approach through television, print media, radio and web based marketing efforts. All advertising campaigns utilize toll free phone numbers for direct consumer response while also promoting our web site (www.paybytheday.com). Our advertising campaigns are broad based across Canada with emphasis on our primary product, with delivery right to our customers’ front door, and with no money down.

The Call Centre

We collect leads through calls that come into our office as a result of our multi-media advertising campaigns.  We also make outbound calls to individuals in targeted demographic groups throughout Canada.   All inbound and outbound calls are executed by PBTD staff and are not outsourced. By utilizing our existing staff and phone system we eliminate the additional costs associated with outsourcing. If additional staff are needed, PBTD’s back end database allows for easy access from any computer at anytime. We can arrange for staff to work from home, place calls from their own phone, and email the necessary documents to the customer from home thereby eliminating additional expenses.

PBTD CreditPLUS Secured Credit Card

Typical Revenue Producing Transaction:

A customer’s first experience with us is generally when they call our toll free number in response to one of our marketing campaigns.  We use Television and Print for most of our advertising.  Our primary sales efforts are directed towards customers who contact us as a result of our marketing campaigns.  Our secondary sales efforts are made through outbound sales calls from our offices to previously declined applicants.  We have accumulated thousands of applications from customers that did not qualify for traditional financing but would be ideal candidates for the PBTD CreditPlus program.  Customers are also able to come to our office to inquire and sign up for PBTD CreditPlus program.

Once customer contact has been established, a credit application is filled out either over the phone, on-line, or the customer can mail in the application.  For those customers seeking a Secured MasterCard, the customer fills out a People’s Trust application with PBTD’s reference number on it.  The application is forwarded to People’s Trust and processed by them for a MasterCard.  If the customer proceeds with People’s Trust, PBTD receives a $25 fee per approved applicant.  The minimum credit limit for People’s Trust is $500.00 . 

Through the CreditPlus program, a credit check is usually not required.  If the customer wishes to view his/her credit report, we steer them to our web site that has a link to Equifax.  Equifax pays PBTD a small royalty fee on customers self-administered credit checks generated from the PBTD web site .

Technically, everyone who applies for the CreditPlus card is approved except for applicants who are bankrupt and have not been discharged. Once approved internally, our customers are sent all the necessary documentation and instructions on what they are to provide us with in order to finalize the application process.  The application must be signed by the customer and sent back to us with their security deposit.  The security deposit is the customer's credit limit with PBTD.  The minimum credit limit for the CreditPlus program is $200.  This limit allows for easy access to the program yet the product selection is limited to the lower priced consumer electronics such as iPods, cordless phones, and any other item under $200 only offered by PBTD.  If a product sells for more than the customer's credit limit, the customer can still use their CreditPlus account by paying the difference upfront, otherwise the customer is not eligible. We accept a personal cheque, money order, or on the application the customer can fill out the Pre-Authorized Payment section and PBTD has the ability to debit their account on the day specified on the application. Once the security deposit has been received, we process the application and the customer receives their introduction package containing the PBTD CreditPLUS account number, the Disclosure Statement and Cardholder Agreement, and an overview of our product selection highlighting the monthly promotion.  The customers security deposit is held in an interest bearing account with interest (currently 1.5%) payable annually.  The security deposit is 100% refundable assuming the customer's account has a $0 balance .

PBTD currently has a relationship with the two major credit bureaus in Canada. Once the customers file has been set-up internally, PBTD will report to Equifax all customer account information, and update each file on a monthly basis.

MasterCard:

Through People’s Trust MasterCard program, almost all applications are automatically approved for a Secured MasterCard.  The People’s Trust Secured Master Card has many advantages over the PBTD CreditPlus Card.  The PBTD CreditPlus Card is limited to only Pay By The Day, whereas the People’s Trust MasterCard can be used in millions of locations throughout the entire world.  Customers are able to place phone and internet orders, rent cars, book hotels and airline tickets and avoid carrying cash for all but the most essential situations.  We also grant customers a 10% discount on all items that they purchase through the PBTD web site with their MasterCard.  The Secured MasterCard has a $500 minimum credit limit with all regular credit card fees attached to it.

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Products to Purchase:

Currently, PBTD customers inform staff as to what products they are interested in and PBTD sources the product for the customer. PBTD will have an on-line product catalogue consisting of over a hundred different products ranging from $20-$1500.  We will have many products available for sale under $100 to accommodate the customers with an available credit limit below $200.  This online catalogue is not operational at this time.  PBTD will only offer brand name merchandise from IBM, Sony, Panasonic, Black and Decker, Kitchen Aid and others.  The product spectrum will consist of computers, electronics ranging from X-Box to DVD players to hand held PDA’s to cordless phones.  We will also carry small kitchen appliances, giftware, toys, and other household items.  The idea is to give the customer as much of a selection as possible to entice the customer to proceed with the PBTD internal card rather than the People’s Trust Secured MasterCard.  If the customers feel they can purchase most of their purchases through PBTD and do without the convenience of a MasterCard, we should achieve a higher closure rate.  For the customers without access to our on-line catalogue we will have a smaller version of our offering that will be mailed to the customers.  When purchases are made through our sales representatives the client must provide the password listed on the account. i.e. Mother’s maiden name.  All purchases will be shipped by Purolator or Fed-Ex.  All shipping charges are added to the cost of the product.  Statements will be sent monthly along with product listings, specials and other promotions .

The company does not have any existing licensing agreements or arrangements with any manufacturer mentioned above.  All products desired by PBTD customers are sourced and purchased at the best price through wholesalers or retailers.  PBTD has realized that the big box retailers are usually the cheapest source for computer and consumer electronics and for the most part when big box retailers put products on sale, these prices are generally cheaper than the company’s cost through regular suppliers like Supercom.  We do not compete on price and our prices are higher than most local retailers.  The concept is being able to purchase the product desired while making easy monthly payments for that product .

Used and Refurbished Computers and Computer Components

We have formed a relationship and have an account with Imported Brands of Toronto, Ontario to supply us with Used and Refurbished computers.   In addition, Imported Brands has the ability to warehouse and ship off-lease IBM Computers on our behalf to our customers .  Used computers will be offered as an option to individuals that fail to meet the criteria for financing through The Credit Group or for those customers that choose to purchase lower priced systems that fall below the minimum financing threshold.   We do not have any contracts with Imported Brands nor do we need a contract with any supplier .

New Computers

Pay By The Day has created a relationship and has an account with Supercom of Richmond Hill, Ontario to be supplied with IBM/Lenovo Computer Systems and Peripherals.  The brand recognition of IBM products and the infrastructure of Supercom, IBM Canada’s largest distributor, are an ideal fit for Pay By The Day.  Supercom is capable of handling all shipping details and will temporarily warehouse computers for Pay By The Day.  We are currently discussing credit terms with Supercom and will have an agreement in place by the next fiscal quarter.  When supply is low with Supercom, we have arranged for alternative supply through other distributors including Ingram Micro, Lenovo directly , and ALC Micro.   We do not have any contracts with Supercom or any other supplier, nor do we require a contract from any supplier.

Electronic Equipment

We currently purchase our electronics through wholesalers and retailers in Canada or retailers in the U.S. because of the lower cost base and the strength of the Canadian dollar.   We deal with and sell only recognizable and well-established brand name products.  Sony, Samsung, and JVC boast an extensive selection of products primarily in consumer audio and video, offering digital cameras, Camcorders, Televisions, DVD players and complete Audio Systems.

Credit Limit:

The credit limit for the PBTD CreditPlus program will always be set at the security deposit amount.  The customer can put down as little as $200, or as much as $2,500.  The customer can increase the limit on the card by sending additional funds to PBTD and clearly indicating that they are requesting a credit line increase.  If an overpayment is made but a request is not made to have the credit limit raised, the available credit will increase temporarily, but the credit limit will remain the same.  The customer may make purchases up to the limit of the PBTD card or they can use their card to make cash advances by calling PBTD. The PBTD card is a revolving line of credit. As the customer uses the card, they are continually borrowing against their line of credit and repaying it. The amount of credit available at any time will vary depending on the current outstanding balance.

Cash Advances:

Customers in need of a cash advance may request one by calling PBTD customer service.  Customers must have made at least 3 payments prior to any cash advance.  We only make cash advances available for a minimum of $100.00.  There is a cash advance fee of $8 charged on the customer’s next billing statement. We are currently negotiating with InterCash Canada to implement a debit card feature on our PBTD CreditPlus card which will allow for an easier transfer of cash and increase the marketability of the card.

Payments:

The minimum monthly payment is 5% of the outstanding balance or $20, whichever is greater.  Customers are required to pay at least the minimum monthly payment on the statement by the statement due date.  The security deposit will not be used to pay off balances except in default.  Payments can be made by mailing a cheque or money order directly to PBTD with the enclosed envelope provided with the statement.  The customer may also provide PBTD with their banking information for a direct debit to their account for the payment amount.

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Refunds and Card Cancellation:

Deposits are held as long as the account with PBTD remains open.   A written request is required for a refund.  A request for withdrawal of the Security Deposit will be treated as a request to terminate the Agreement and cancel the Account with all of its rights and privileges.  After the debt is paid in full we will return the remaining balance of the Security Deposit plus any earned interest.

Revenue Stream:

There is a one-time set up fee of $99 charged to the customer on the first statement.  There is a monthly service charge of $7.50 which will provide PBTD with recurring revenue.  We offer a 0% interest rate on our internal financing as well as on the CreditPlus program .  We believe the 0% interest will be attractive to the customers as we want to help them and not bury them with high interest rates.  The 0% interest is also a very powerful sales tool.  Almost all lenders have interest rates in the low to mid twenties.  We are the first to introduce 0% interest.  In lieu of the interest rate charges, we will have a monthly late fee of $5 which will be added to the customer’s next monthly statement.  Each customer has a 3-day grace period after which the late charge is applied.  Other applicable fees include a $35 NSF.  Through the People’s Trust MasterCard program , they will pay us a $25 fee for every approved application.

Once PBTD has opened a significant number of accounts with regular monthly statements being sent to the customers, we will negotiate with advertisers to place advertisements in the envelopes.  This will be an additional revenue stream that goes right to the bottom line.

Competition

We compete based on our ability to market and sell products to individuals and small businesses who, in order to purchase our products, require credit with no down payment and low monthly payments. Our primary competitive advantage is actually a service rather than a product. We help our customers find financing. In selling Computer Products and Consumer Electronics, we face significant competition. We consider the retail channel competition to be primarily price driven, whereas we have found the direct channel provides us with greater margins, less competition and greater growth opportunities.

In Canad a, our biggest competitors in the area of phone and web computer sales are Dell Computers and MDG Canada.  Nationwide Computer and Consumer Electronics retailers include Best Buy, Circuit City, and the Future Shop which are our retail channel competition.

There are three companies in Canada pursuing the Secured Credit Card business: Capital One, People's Trust, and Home Trust. The main problem with People’s Trust and Home Trust is the minimum credit limit is $500 and $1000 respectively. We believe customers with poor credit live pay check to pay check and it would be extremely difficult for one to come up with a security deposit that large. Capital One is the main contender who actively pursues bankrupt individuals and they will take on customers with a security deposit as low as $200. The main advantage in this space is that it is wide open. The Canadian market is considerably different from the US market. In the US, there are 150-200 different companies and banks offering Secured Credit Card products. The three companies in Canada do not aggressively advertise to a large audience, and we believe our TV advertising campaign will build tremendous brand name recognition.

Competitive Advantage

We believe that the direct marketing approach to the sale of Computer Products and Consumer Electronics is very different to that of traditional retailing. Traditional retailers sell to consumers that are significantly more price-conscious. We compete based on our ability to market and sell products to individuals who are less price-conscious and require credit and low monthly payments to make their purchases. These low monthly payments are extremely important to consumers who do not have the resources to make large cash purchases and do not have access to or have used up other credit made available to them.

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We have recognized a strong demand for our products in rural and remote areas where access to traditional retailers is limited.  We intend to capitalize on this market by offering various products with “right to the customer’s front door” delivery.

Market

Our marketplace is nationwide across Canada with a planned expansion to the US market once we have penetrated the Canadian market.  Based on previous direct marketing experience, we are targeting specific communities and demographic groups throughout Canada.  Our advertising focus is placed on rural communities throughout Canada.  These areas include the Northern portions of Canadian provinces, East Coast provinces and Western provinces.  Our typical customer profile will be that of an individual with an acceptable credit history but insufficient funds to buy our products outright or one who chooses not to pay for the full amount at the time of purchase.

Customer Profile

Our typical customer has the following Profile:

Average income $30,000 Per Annum

65% Rent their homes, 35% Own their homes

Employed at their job 3-5 years

Age 25+

Long Term Objectives

Over the long term, we believe that the Pay By The Day business model can be exported throughout the world.  We are currently researching markets in the United States and the United Kingdom.  For the PBTD CreditPlus program , our goal is to have our own branded secured and unsecured MasterCard.

Revenue Breakdown

Over the course of the last 5 years we have realized that sales are generated in the following manner:

1. Approximately 50% from inquiries to our toll-free numbers.

2. 40% internet application based orders

3. 10% from outbound sales calls and prospecting

The closure rate from telephone enquiries tends to be higher than internet based applications primarily due to the customer being proactive and taking the initiative to apply .

DESCRIPTION OF PROPERTY

Our principal executive office location and mailing address is 193 Jardin Drive, 2nd Floor West, Concord, ON L4K 1X5. Currently, this space is sufficient to meet our office, storage, and telephone facility needs; however, if we expand our business to a significant degree, we will have to find a larger space.   Our current location is provided to the company rent free from a third party and there is no lease agreement.

LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate engaging a market maker to apply for trading of our common stock on the Over the Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had 42 shareholders of our common stock.

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Rule 144 Shares

As of March 3, 2008 there are no shares of our common stock which are currently available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.  After April 2008, the 50,000 shares issued to Jordan Starkman will become available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.  After April 2008 the 200,000 shares issued pursuant to The Share Exchange Agreement between Pay By The Day Company Inc., an Ontario Corporation, and Pay By The Day Holdings, Inc., held by Mr. Starkman will become available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.  After April 2008, the 100,000 shares held by Itamar Cohen will become available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.  After April 2008, the shares 5000 shares issued to Richard Anslow for legal services rendered, and 5000 shares issued to Gregg Jaclin for legal services rendered will become available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.  After June 2008, all of the shares of our common stock held by the 38 shareholders who purchased their shares in the Regulation D 506 offering by us will become available for resale to the public. Sales under Rule 144 are subject availability of current public information about the company.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E , Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at  http://www.sec.gov.

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PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

29 FEBRUARY 2008

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS AT

(Expressed in United States Dollars)

	29 February 2008 (Unaudited)			31 August 2007 (Audited)
ASSETS
Current Assets
Cash	$	11,828		$	154
Available-for-sale securities, at fair value (cost - $5,405)		810			750
Receivables		63			-
Prepaid and sundry assets		435			306
Total Current Assets		13,136			1,210
Long Term Assets
Equipment		7,007			3,901
Deferred taxes		1,533			1,420
Total Long Term Assets		8,540			5,321
Total Assets	$	21,676		$	6,531
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	23,447		$	9,042
Advances from shareholder		2,244			11,159
Advances from related party		78,900			42,720
Total Liabilities		104,591			62,921
Stockholders' Deficit
Capital stock		619			250
Additional paid-in capital		36,531			-
Accumulated other comprehensive loss		(13,722	)		(8,415	)
Deficit accumulated during the development stage		(106,343	)		(48,225	)
Total Stockholders' Deficit		(82,915	)		(56,390	)
Total Liabilities and Stockholders' Deficit	$	21,676		$	6,531

The accompanying notes are an integral part of these consolidated financial statements.

F-1

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

	For the Three Months Ended 29 February 2008			For the Three Months Ended  28 February 2007			For the Period from Inception (5 June 2003) to 29 February 2008
REVENUE
Sales	$	1,862		$	2,663		$	373,565
Interest income		336			35			11,879
		2,198			2,698			385,444
COST OF GOODS SOLD		1,638			865			260,454
GROSS PROFIT		560			1,833			124,990
EXPENSES
Professional fees		24,499			477			121,303
Telecommunications		1,153			458			24,438
Interest and bank charges		301			236			15,392
Advertising and promotion		55			77			29,824
Office and general		30			275			27,795
Travel		-			120			638
Bad debts		-			-			9,774
Rent		-			-			27,682
Loss on disposal of assets		-			-			2,762
Salaries and wages		-			-			2,080
Realized gain on disposal of available-for-sale securities		-			-			(3,078	)
Depreciation		341			766			12,215
TOTAL OPERATING EXPENSES		26,379			2,409			270,825
LOSS FROM OPERATIONS		(25,819	)		(576	)		(145,835	)
Foreign exchange gain (loss)		(127	)		-			20,366
Gain on extinguishment of debt		-			-			19,126
NET LOSS	$	(25,946	)	$	(576	)	$	(106,343	)
Foreign currency translation adjustment		(1,166	)		(34	)		(10,907	)
Unrealized loss on available-for-sale securities, net of tax		-			-			(2,815	)
COMPREHENSIVE LOSS	$	(27,112	)	$	(610	)	$	(120,065	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.04	)	$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		619,000			200,000

The accompanying notes are an integral part of these consolidated financial statements.

F-2

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

	Six Months Ended 29 February 2008			Six Months Ended 28 February 2007
REVENUE
Sales		2,184			9,327
Interest income		467			39
		2,651			9,366
COST OF SALES		1,638			5,790
GROSS PROFIT		1,013			3,576
EXPENSES
Professional fees and consulting		52,777			1,627
Office and general		349			1,510
Salaries and wages		2,080			-
Interest and bank charges		777			552
Advertising and promotion		79			217
Travel		-			307
Freight		30			-
Telecommunications		1,954			997
Depreciation		625			1,664
TOTAL OPERATING EXPENSES		58,671			6,874
(LOSS) EARNINGS FROM OPERATIONS		(57,658	)		(3,298	)
Foreign exchange		(460	)		-
NET LOSS	$	(58,118	)	$	(3,298	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		(5,307	)		(84	)
COMPREHENSIVE (LOSS) INCOME	$	(63,425	)	$	(3,382	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States Dollars)

	For the Six Months Ended 29 February2008			For the Six Months Ended 28 February 2007			For the Period from Inception (5 June 2003) to 29 February 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(58,118	)	$	(3,298	)	$	(106,343	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		625			1,664			12,215
Loss on disposal of assets		-			-			2,762
Common stock issued for services		1,000			-			1,000
Changes in operating assets and liabilities:					-
Accounts receivable		(63	)		-			(63	)
Prepaid and sundry assets		(129	)		36			(435	)
Accounts payable and accrued liabilities		14,405			(3,057	)		23,446
Deferred taxes		(113	)		-			(1,533	)
CASH FLOWS USED IN OPERATING ACTIVITIES		(42,393	)		(4,655	)		(68,951	)
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-sale securities		(60	)		50,817			(810	)
Disposition of equipment		-			-			4,462
Acquisition of equipment		(4,397	)		-			(26,679	)
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES		(4,457	)		50,817			(23027	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances (to) from shareholder		(8,915	)		33,535			2,244
Advances from (to) related parties		36,180			(39,536	)		78,900
Issuance of common stock for cash		35,900			-			36,150
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES		63,165			(6,001	)		117,294
EFFECT OF FOREIGN CURRENCY TRANSLATION		(4,829	)		1,658			(10,861	)
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF TAX		-			-			(2,815	)
NET (DECREASE) INCREASE IN CASH		11,674			41,819			11,828
CASH, BEGINNING OF PERIOD		154			3,183			-
CASH, END OF PERIOD	$	11,828		$	45,002		$	11,828

The accompanying notes are an integral part of these consolidated financial statements.

F-4

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY  

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 29 FEBRUARY 2008

(Expressed in United States Dollars)

1. NATURE OF OPERATIONS AND ORGANIZATION

Pay by the Day Company Inc. ("PBDC") was incorporated in Canada on 5 June 2003 and was acquired by Pay by the Day Holdings, Inc. (the "Company" or "PBTD") on 31 August 2007. PBTD was incorporated in the State of Nevada on 31 August 2007.  The Company is a development stage company whose principal line of business is selling computers and other electronic components through telephone and web orders, which the company then finances through a third party .

Organization

In August 2007, PBDC consummated a Share Exchange Agreement (the "Agreement"), whereby 100% of its shares were acquired by PBTD, a Nevada corporation, in exchange for 200,000 shares of PBTD.  As a result of the transaction, the former shareholders of PBDC received 80% ownership of PBTD and the remaining 20% of PBTD was already held by the sole shareholder of PBDC, Jordan Starkman.  The merger was therefore accounted for as a recapitalization of PBDC into a shell company.  PBTD assets and capital were recorded at historical cost in the recapitalization accounting. The transaction costs associated with the recapitalization were immaterial.

The above transaction has been accounted for as a reverse merger (recapitalization) with PBDC  being deemed the accounting acquirer and PBTD being deemed the legal acquirer.  Accordingly, the historical financial information presented in the financial statements is that of PBDC (since 5 June 2003 the date of inception) as adjusted to give effect to any difference in the par value of the issuer’s and the accounting acquirer’s stock with an offset to additional paid in capital.  The basis of the assets and liabilities of PBDC, the accounting acquirer, has been carried over in the recapitalization.  The terms of the Agreement were consummated on 31 August 2007 and PBTD now owns 100% of the equity interests of PBDC .

2. BASIS OF PRESENTATION

The Company has earned limited revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7 “).  Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation and comprehensive loss, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year August 31, 2007 as reported in Form S-1, have been omitted.

3. GOING CONCERN

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

F-5

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY  

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 29 FEBRUARY 2008

(Expressed in United States Dollars)

3. GOING CONCERN (Continued)

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these consolidated financial statements .

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

4. ADVANCES FROM SHAREHOLDER

The advances from the shareholder were from the sole director and shareholder, Jordan Starkman, the amount as at February 29, 2008 was $2,244, is non-interest bearing, unsecured and has no specific terms of repayment.  The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments.

5. RELATED PARTY TRANSACTIONS

The transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:

a) Accrued or paid management fees to the spouse of Jordan Starkman, the sole director of the Company for the six-month period ended February 29, 2008  were $16,771.

b) Advances from a related company controlled by Jordan Starkman, the sole director of PBTD as at February 29, 2008 were $78,900. These advances are non interest bearing, unsecured, with no specific terms of repayment.

F-11

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY  

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 29 FEBRUARY 2008

(Expressed in United States Dollars)

6. CAPITAL STOCK

Authorized
	100,000,000	common shares, $0.001 par value
			February 29, 2008		August 31, 2007
Issued
	619,000	common stock (2007 - 250,000)	$	619	$	250

During fiscal 2003, the Company completed non-brokered private placements of 200,000 common shares for proceeds of $200.

During fiscal 2007, the Company completed non-brokered private placements of 50,000 common shares for proceeds of $50.

In September 2007,  the company issued 10,000 common shares in exchange for legal services rendered at $.001 per share.

In September 2007,  the Company issued 100,000 shares for cash at $0.10 per share.

In November 2007, the Company issued 98,000 shares for cash at $0.10 per share.

In December 2007, the Company issued 161,000 shares for cash at $0.10 per share .

8. SUPPLEMENTAL CASH FLOW INFORMATION

During the six month period ended 29 February 2008 and for the period from inception to 29 February 2008, there were no interest or taxes paid by the Company.

F-12

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

31 AUGUST 2007

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

31 AUGUST 2007

CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Loss	F-3
Consolidated Statements of Stockholders' Deficit	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Consolidated Financial Statements	F-6 - F-14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Pay By The Day Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Pay By The Day Holdings, Inc. and Subsidiary (a Development Stage Company) as of 31 August 2007 and 2006 and the related consolidated statements of operations and comprehensive loss, stockholders' deficit and cash flows for the years ended 31 August 2007 and 2006 and for period from the date of inception (5 June 2003) to 31 August 2007.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.  Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstance, but not for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pay By The Day Holdings, Inc. and Subsidiary (A Development Stage Company) as of 31 August 2007 and 2006, and the results of its operations and comprehensive loss, cash flows and changes in stockholders' deficit for the years ended 31 August 2007 and 2006 and for the period from the date of inception (5 June 2003) to 31 August 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company has significant operating losses, is in the development stage with no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations, which raise substantial doubt about its ability to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DNTW Chartered Accountants, LLP

Markham, Canada

28 February 2008

F-1

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS AT 31 AUGUST

(Expressed in United States Dollars)

	Note		2007		2006
ASSETS
Current Assets
Cash			$	154	$	3,183
Available-for-sale securities, at fair value (cost - $5,405)				750		104,540
Prepaid and sundry assets				306		265
Total Current Assets				1,210		107,988
Long Term Assets
Equipment		5		3,901		12,480
Deferred taxes				1,420		-
Total Long Term Assets				5,321		12,480
Total Assets			$	6,531	$	120,468
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities			$	9,042	$	4,029
Advances from shareholder		6		11,159		5,072
Advances from related party		7		42,720		135,365
Total Liabilities				62,921		144,466

Stockholders' Deficit
Capital stock	8		250			200
Accumulated other comprehensive (loss) income			(8,415	)		7,082
Deficit accumulated during the development stage			(48,225	)		(31,280	)
Total Stockholders' Deficit			(56,390	)		(23,998	)
Total Liabilities and Stockholders' Deficit		$	6,531		$	120,468

The accompanying notes are an integral part of these consolidated financial statements.

F-2

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

	For the Year Ended 31 August 2007			For the Year Ended 31 August 2006			For the Period from Inception (5 June 2003) to 31 August 2007
REVENUE
Sales	$	11,267		$	22,560		$	371,381
Interest income		3,352			114			11,412
		14,619			22,674			382,793
COST OF GOODS SOLD		6,541			19,601			258,816
GROSS PROFIT		8,078			3,073			123,977
EXPENSES
Professional fees		26,491			6,708			68,526
Rent		4,462			-			27,682
Telecommunications		3,388			3,660			22,484
Bad debts		3,123			4,473			9,774
Office and general		2,081			4,009			27,414
Interest and bank charges		1,928			1,280			14,615
Advertising and promotion		1,649			1,102			29,745
Vehicle		343			295			638
Realized gain on disposal of available-for-sale securities		(3,078	)		-			(3,078	)
Loss on disposal of assets		2,762						2,762
Depreciation		1,422			3,592			11,590
TOTAL OPERATING EXPENSES		44,571			25,119			212,154
LOSS FROM OPERATIONS		(36,493	)		(22,046	)		(88,177	)
Foreign exchange gain		422			3,658			20,826
Gain on extinguishment of debt		19,126			-			19,126
NET LOSS	$	(16,945	)	$	(18,388	)	$	(48,225	)
Foreign currency translation adjustment		(12,682	)		8,200			(5,601	)
Unrealized loss on available-for-sale securities, net of tax		(2,815	)		-			(2,815	)
COMPREHENSIVE LOSS	$	(32,442	)	$	(10,188	)	$	(56,641	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.08	)	$	(0.09	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		200,137			200,000

The accompanying notes are an integral part of these consolidated financial statements.

F-3

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

	Common Stock				Additional Paid		Accumulated Other Comprehensive			Deficit Accumulated During The Development			Total Stockholders'
	Shares		Amount		In Capital		Loss			Stage			Deficit
Issuance of common stock at inception		200,000	$	200	$	-	$	-		$	-		$	200
Foreign currency translation		-		-		-		(109	)		-			(109	)
Net loss		-		-		-		-			(1,257	)		(1,257	)
Balance, 31 August 2003		200,000		200		-		(109	)		(1,257	)		(1,166	)
Foreign currency translation		-		-		-		(505	)		-			(505	)
Net loss		-		-		-		-			(5,825	)		(5,825	)
Balance, 31 August 2004		200,000		200		-		(614	)		(7,082	)		(7,496	)
Foreign currency translation		-		-		-		(504	)		-			(504	)
Net loss		-		-		-		-			(5,810	)		(5,810	)
Balance, 31 August 2005		200,000		200		-		(1,118	)		(12,892	)		(13,810	)
Foreign currency translation		-		-		-		8,200			-			8,200
Net loss		-		-		-		-			(18,388	)		(18,388	)
Balance, 31 August 2006		200,000		200		-		7,082			(31,280	)		(23,998	)
Issuance of common stock for cash		50,000		50		-		-			-			50
Unrealized loss on available-for-sale securities, net of taxes		-		-		-		(2,815	)		-			(2,815	)
Foreign currency translation		-		-		-		(12,682	)		-			(12,682	)
Net loss		-		-		-		-			(16,945	)		(16,945	)
Balance, 31 August 2007		250,000	$	250	$	-	$	(8,415	)	$	(48,225	)	$	(56,390	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States Dollars)

	For the Year Ended 31 August2007			For the Year Ended 31 August 2006			For the Period from Inception (5 June 2003) to 31 August 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(16,945	)	$	(18,388	)	$	(48,223	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,422			3,592			11,590
Loss on disposal of assets		2,762			-			2,762
Changes in operating assets and liabilities:
Accounts receivable		-			2,467			-
Inventory		-			2,117			-
Prepaid and sundry assets		(41	)		(148	)		(306	)
Accounts payable and accrued liabilities		5,014			572			9,041
Deferred taxes		(1,420	)		-			(1,420	)
CASH FLOWS USED IN OPERATING ACTIVITIES		(9,208	)		(9,788	)		(26,556	)
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-sale securities		103,790			(102,107	)		(750	)
Disposition of equipment		4,462			-			4,462
Acquisition of equipment		-			(1,597	)		(22,282	)
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES		108,252			(103,704	)		(18,570	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from (to) shareholder		6,087			(26,515	)		11,159
Advances (to) from related parties		(92,645	)		135,365			42,720
Issuance of common stock for cash		50			198			250
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES		(86,508	)		109,048			54,129
EFFECT OF FOREIGN CURRENCY TRANSLATION		(12,750	)		7,265			(6,034	)
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF TAX		(2,815	)		-			(2,815	)
NET (DECREASE) INCREASE IN CASH		(3,029	)		2,821			154
CASH, BEGINNING OF YEAR		3,183			362			-
CASH, END OF YEAR	$	154		$	3,183		$	154

The accompanying notes are an integral part of these consolidated financial statements .

F-5

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

1. NATURE OF OPERATIONS AND ORGANIZATION

Nature of Operations

Pay by the Day Company Inc. ("PBDC") was incorporated in Canada on 5 June 2003 and was acquired by Pay by the Day Holdings, Inc. (the "Company" or "PBTD") on 31 August 2007. PBTD was incorporated in the State of Nevada on 31 August 2007.  The Company is a development stage company whose principal line of business is selling computers and other electronic components through telephone and web orders, which the company then finances through a third party.

Organization

In August 2007, PBDC consummated a Share Exchange Agreement (the "Agreement"), whereby 100% of its shares were acquired by PBTD, a Nevada corporation, in exchange for 200,000 shares of PBTD.  As a result of the transaction, the former shareholder of PBDC received 80% ownership of PBTD and the remaining 20% of PBTD was already held by the sole shareholder of PBDC, Jordan Starkman.  The merger was therefore accounted for as a recapitalization of PBDC into a shell company.  PBTD assets and capital were recorded at historical cost in the recapitalization accounting.  The transaction costs associated with the recapitalization were immaterial.

The above transaction has been accounted for as a reverse merger (recapitalization) with PBDC  being deemed the accounting acquirer and PBTD being deemed the legal acquirer.  Accordingly, the historical financial information presented in the financial statements is that of PBDC (since 5 June 2003 the date of inception) as adjusted to give effect to any difference in the par value of the issuer’s and the accounting acquirer’s stock with an offset to additional paid in capital.  The basis of the assets and liabilities of PBDC, the accounting acquirer, has been carried over in the recapitalization.  The terms of the Agreement were consummated on 31 August 2007 and PBTD now owns 100% of the equity interests of PBDC.

2. BASIS OF PRESENTATION

The Company has earned limited revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7 “).  Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation and comprehensive loss, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.

3. GOING CONCERN

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

F-6

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

3. GOING CONCERN (Continued)

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these consolidated financial statements.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

	2007			2006
Working capital deficiency	$	(61,711	)	$	(36,478	)
Deficit		(48,225	)		(31,280	)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America.  Presented below are those policies considered particularly significant:

Revenue Recognition

The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin ("SAB") 104.  Revenue from sales to customers are recognized at the date a formal arrangement exists, the price is fixed and determinable, the goods are shipped to the customer and no other significant obligation of the Company exists and collectability is reasonably assured.

Available-For-Sale Securities

Available-for-sale securities are reported at an aggregate fair value of $750, cost of $5,405, total losses of $2,815 as reported in accumulated other comprehensive income and realized gain on disposal of available-for-sale securities of $3,078 as at 31 August 2007. They consist of equity securities not classified as trading securities or as held-to-maturity securities. Unrealized holding gains and losses on available-for-sale securities, net of deferred income taxes, are reported as a net amount in accumulated other comprehensive income within stockholders' equity. Gains and losses on the sale of available-for-sale securities are determined using the weighted average cost method.

Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary would result in write-downs of the individual securities to their fair value. Such write-downs would be included in earnings.

F-7

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

Cash and cash equivalents consist of commercial accounts and interest-bearing bank deposits and are carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, available-for-sale securities, accounts payable and accrued liabilities, advances from shareholder and advances from related party and other amounts payable.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

Foreign Translation Adjustment

The accounts of the Company were translated into United States dollars in accordance with the provisions of SFAS No. 52, Foreign Currency Translation.  In accordance with the provisions of SFAS No. 52, transaction gains and losses on these assets and liabilities are included in the determination of income for the relevant periods.  Adjustments resulting from the translation of the consolidated financial statements from their functional currencies to United States dollars are accumulated as a separate component of accumulated other comprehensive income and have not been included in the determination of income for the relevant periods.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes.  Deferred tax assets and liabilities are recorded for differences between the consolidated financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Any estimates during the period have had an immaterial effect on earnings.  The Company’s only financial estimate is related to the amortization calculation.

F-8

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings or Loss Per Share

The Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share, which requires disclosure on the consolidated financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the year.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.

There were no dilutive financial instruments for the year ended 31 August 2007 and 2006 or for the period from inception (5 June 2003) to 31 August 2007.

Comprehensive Income

The Company adopted SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting and presentation of comprehensive income and its components in a full set of consolidated financial statements.  Comprehensive income is presented in the statements of changes in stockholders' equity, and consists of net loss and unrealised gains (losses) on available for sale marketable securities;  foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with SFAS No. 87.  SFAS No. 130 requires only additional disclosures in the consolidated financial statements and does not affect the Company's financial position or results of operations.

Cost of Goods Sold

Cost of goods sold are recognized at the date the goods are shipped to the customer and are matched with revenues.  The primary components of cost of goods sold includes the cost of the product (net of purchase discounts, supplier charge backs, and rebates).  Costs related to purchasing, receiving, warehousing, and other costs of our distribution network are included in office, general, and freight expenses along with other operating expenses .

Credit Cards Security Deposits

Upon receipts of a credit card security deposit the Company establishes a separate account in Trust and establishes an offsetting liability. Any interest earned on the security deposit would be repayable to the customer and recorded as a liability to the Company as interest accrues.  The Company has no such deposits as there is no trust or restricted cash .

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred.

Concentration of Credit Risk

SFAS No. 105, Disclosure of Information About Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentration of Credit Risk, requires disclosure of any significant off-balance-sheet risk and credit risk concentration.  The Company does not have significant off-balance-sheet risk or credit concentration.  The Company maintains cash with major financial institutions.  From time to time, the Company may have funds on deposit with commercial banks that exceed federally insured limits.  Management does not consider this to be a significant risk.

Equipment

Equipment is stated at cost less accumulated depreciation.  Depreciation, based on the estimated useful lives of the assets, is provided using the under noted annual rates and methods:

Furniture and fixtures	20% declining balance
Computer	30% declining balance

F-9

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share-Based Payment ("SFAS No. 123R"). SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.  SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements.  That cost will be measured based on the fair value of the equity or liability instruments issued.

Impairment of Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS No. 144"), long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The Company evaluates annually at year end whether events and circumstances have occurred that indicate possible impairment.  If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable.  In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell.  As described in note 3, the long-lived assets have been valued on a going concern basis.  However, substantial doubt exists as to the ability of the Company to continue as a going concern.  If the Company ceases operations, the asset values may be materially impaired.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes, which is an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  FIN 48 is effective for fiscal years beginning after 15 December 2006.  Management believes the adoption of this pronouncement will not have a material impact on the Company's consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Defining Fair Value Measurement ("SFAS No. 157"), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after 15 November 2007. The Company is currently evaluating the impact of adopting SFAS No. 157 on its consolidated financial statements.

F-10

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 requires that public companies utilize a "dual-approach" to assessing the quantitative effects of financial misstatements. This dual approach includes both an income statement focused assessment and a balance sheet focused assessment. The guidance in SAB 108 must be applied to annual financial statements for fiscal years ending after 15 November 2006. Management believes the adoption of this pronouncement will not have a material impact on the Company's consolidated financial statements.

In December 2006, the FASB issued FASB Staff Position Emerging Issues Task Force ("FSP EITF") 00-19-2, Accounting for Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration payment arrangements.  FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies.  FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance is effective for financial statements issued for fiscal years beginning after 15 December 2006 and interim periods within those fiscal years.  The adoption of FSP 00-19-2 is not expected to have a material impact on the Company’s financial condition or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS No. 159 applies to reporting periods beginning after 15 November 2007. The adoption of SFAS No. 159 is not expected to have a material impact on the Company’s financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141 (R) Business Combinations. SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective as of the beginning of the Company’s fiscal year beginning after 15 December 2008. Management believes the adoption of this pronouncement will not have a material impact on the Company's consolidated financial statements.

F-11

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective as of the beginning of the Company’s fiscal year beginning after 15 December 2008. Management believes the adoption of this pronouncement will not have a material impact on the Company's consolidated financial statements.

5. EQUIPMENT

The components of equipment were as follows:

	Cost		Accumulated Depreciation			Net 2007		Net 2006
Furniture and equipment	$	1,798	$	(880	)	$	918	$	7,336
Computer		10,271		(7,288	)		2,983		5,144
	$	12,069	$	(8,168	)	$	3,901	$	12,480

6. ADVANCES FROM SHAREHOLDER

The advances from the shareholder were from the sole director and shareholder, Jordan Starkman, the amount as at August 31, 2007 was $11,159, is non-interest bearing, unsecured and has no specific terms of repayment.  The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments.

7. RELATED PARTY TRANSACTIONS

The transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:

a)   Accrued or paid management fees of $20,517 (2006 - $Nil) to the spouse of Jordan Starkman, the sole director of the Company.

b)   Advances from a related company controlled by Jordan Starkman, the sole director of PBTD as at August 31, 2007 were $42,720 (2006 - $135,365). These advances are non interest bearing, unsecured, with no specific terms of repayment.

F-12

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

8. CAPITAL STOCK

Authorized
	100,000,000	common shares, $0.001 par value
			2007		2006
Issued
	250,000	common stock (2006 - 200,000)	$	250	$	200

During fiscal 2003, the Company completed non-brokered private placements of 200,000 common shares for proceeds of $200.

During fiscal 2007, the Company completed non-brokered private placements of 50,000 common shares for proceeds of $50.

9. SUPPLEMENTAL CASH FLOW INFORMATION

During the year ended 31 August 2007, 2006 and for the period from inception to 31 August 2007, there were no interest or taxes paid by the Company.

10.  INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109.  SFAS No. 109 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates.  The effects of future changes in tax laws or rates are not anticipated.

Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The Company has income tax losses available to be applied against future year's income as a result of the losses incurred since inception.  However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward will not be realized through the reduction of future income tax payments.  Accordingly a 100% valuation allowance has been recorded for income tax losses available for carryforward.

F-13

PAY BY THE DAY HOLDINGS, INC. AND SUBSIDIARY 

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (5 JUNE 2003) TO 31 AUGUST 2007

(Expressed in United States Dollars)

10.  INCOME TAXES (Continued)

The components of deferred income taxes, have been determined at the combined Canadian federal and provincial statutory rate of 36.12% (2006 - 36.12%) and US federal statutory rate of 15% and are as follows:

	2007			2006
Deferred income tax assets:
Income tax losses available for carryforward	$	7,230		$	1,150
Unrealized loss on available-for-sale securities		1,420			-
Valuation allowance		(7,230	)		(1,150	)
Deferred income taxes	$	1,420		$	-

11.   SUBSEQUENT EVENTS

Subsequent to 31 August 2007:

a) The Company issued 10,000 common stock for legal services rendered in the amount of $1,000.

b) The Company issued 198,000 common stock for proceeds of $19,800.

F-14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operation

The aggressive promotion of PBTD CreditPlus is contingent upon the company successfully obtaining financing and will begin with the production of a 30 second direct response commercial. The campaign will be nationwide with multiple station coverage . We are currently in discussions with a Canadian based media company to produce an infomercial that will air on stations across Ontario. The cost of producing and airing the infomercial is approximately $20,000. We expect the profits generated from the infomercial campaign to fund additional air time slots. PBTD anticipates the production to begin in 6-8 months once the financing is obtained. We have produced a 30 second spot that has aired Canada wide with a focus on Northern Ontario and all of Alberta. The new television advertising campaign will be initiated with the guidance of an advertising agency. We determine the areas of interest and the agency provides us with various rates, time slots available, and the stations catering to our focus area.

The Company plans to hire 2-3 additional sales people plus 1 administrative staff member.   The hiring of additional staff will take place once the funds are raised to advertise more aggressively . Depending on the number of incoming calls to the company and the success of the advertising campaign , we may also be required to upgrade our phone system and upgrade our current database to allow for easier access to customer files.  Currently, management is able to process applications and handle the incoming calls with its current resources .

We have formed a relationship with Equifax. This allows us to process the credit files and check customers credit scores ourselves prior to sending the application to the finance partner. The cost of running an Equifax file is $10 . This is an additional expense to the company which will be added into our customer's purchases. We have also been approved by Equifax to report customer's trade files to Equifax on a monthly basis. There is no fee associated with reporting to Equifax.

The relationship with The Credit Group (TCG) is one which will expedite our growth process. They have the ability to finance both A and B level credit on a Conditional Sales Contract program. We receive 100% of the contract amount on “A” credit deals and due to the added risk for “B” credit customers the payout is 90% of the deal amount. There is no recourse on transactions rated as an “A” credit deal, however PBTD has 1st payment recourse on “B” credit deals. Once the customer has made there 1st payment, PBTD is no longer liable for the sale amount. We currently have no exposure at this point in time . We are currently being funded on deals once the merchandise has been shipped from our facilities and the customer acknowledges receipt of goods. We currently have a 3-5 hour turn around time for approvals or declines. We have discussed with TCG the implementation of a 5 minute turnaround time. They are willing to accommodate our needs as the volume increases.

17

Results of Operations

For the period from inception through February 29, 2008, we had $385,444 in revenue. Operating Expenses for the period from inception totaled $270,825 and loss from operations were $145,835  and net loss of $106,343 ..  Revenue for the fiscal year ended August 31, 2007 was $14,619 compared to $22,674 for fiscal year end August 31, 2006.  Operating Expenses for the 2007 year end were $44,571  compared to $25,119 for the year ended August 31, 2006, loss from operations were $36,493  and $22,046 and net loss was $16,945 and $18,388, respectively.

For the six month period ended February 29, 2008, we had $2,651 in revenue, compared to $9,366 for the six month period ended February 28, 2007. Operating expenses for the six-month  period ended February 29, 2008 totaled $58,671 compared to $6,874 for the 2007 period,  loss from operations  of $57,658  for 2008 compared to $3,298 for 2007 and net loss of $58,118  for 2008 compared to $3,298 for 2007.

PBTD’s decrease in sales from inception to date is attributed to the lack of advertising dollars to fully market the company and its offerings.  We have also been affected by the current credit market conditions and as a result approval rates have decreased due to the poor quality of customers applying for credit.  In addition over the last three years the prices of computer and consumer electronics have dropped dramatically reducing the company’s profit margin.  The vast majority of our sales consists of computer and electronic products financed through TCG and the PBTD internal financing program.  The company charges 0% interest on its internal financing and CreditPlus card, and we do not have any interest charges revenue.  Service fees revenue from PBTD’s CreditPlus Card is minimal.  We expect to generate service fees revenue once our CreditPlus advertising campaign begins.

Capital Resources and Liquidity

As of February 29 , 2008 we had $ 11,828   in cash.

Pay By The Day is currently seeking funding for our planned expansion.  The Company would like to raise a minimum of $200,000 and a maximum of $500,000 in order to aggressively promote and advertise the Pay By The Day brand and its CreditPlus program.  To achieve our goals, a large portion of the funds raised will be invested in advertising.  Our success is contingent upon our customers seeing our ads and calling our 1-800 phone number.  There is a distinct correlation between the number of dollars invested in advertising and the number of sales made. The proceeds raised will also be used to fund a greater portion of transactions through the PBTD internal financing program. We expect to raise additional funds within the next 6-8 months.  A private placement is the most likely scenario for the company to achieve success in raising additional funds for its operations.  There are no discussions with any parties at this point in time for additional funding, however, we will attempt to discuss our business plan with various brokers in the US.

We believe we can satisfy our cash requirements for the next twelve months with our current cash and expected revenues. However, completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our profit, revenue, and growth goals.

We anticipate that our operational, and general & administrative expenses for the next 12 months will total approximately $20,000. The $20,000 will be financed through the company’s cash on hand of $11,828 plus approximately $10,000 in sales .  We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.   We will need approximately $200,000 to aggressively pursue and implement our growth goals through advertising.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

18

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officer’s and director’s and their respective ages as of June 16 , 2008 are as follows:

NAME	AGE	POSITION
Jordan Starkman	38	President, Secretary and Director

Set forth below is a brief description of the background and business experience of our sole executive officer and director for the past five years.

JORDAN STARKMAN, 38, President. Mr. Starkman brings over fifteen years experience in sales, financial consulting, and investor and client relations to the Pay By The Day team.   He is a co-founder of Pay By the Day and was VP Operations prior to becoming President in January 2006 .  Prior to joining Pay By The Day, Jordan was the top sales person from January 2002 to February 2003 at The Buck A Day Company, an Ontario based direct sales company focused on sales of computers and consumer electronics.  Jordan has an extensive background in finance and business development.  He worked for 7 years as an independent consultant for various publicly traded companies responsible for initiating new business and developing long-term relationships with customers.  Jordan also holds a BA in Statistics from the University of Western Ontario, and has been registered as a licensed real estate agent since September 2006 .

Term of Office

Our director  is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

EXECUTIVE COMPENSATION

Summary Compensation Table; Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended  August 31, 2007 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)
Jordan Starkman President, Secretary, and Director		2007	$	0		0		0		0		0		0		0	$	0

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through August 31 , 2007.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending August 31 , 2007 by the executive officer named in the Summary Compensation Table. 

19

Long-Term Incentive Plan (“LTIP”) Awards Table.

There were no awards made to a named executive officer in the last completed fiscal year under any LTIP

 Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

We do not have any employment agreements in place with our officers or directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of June 16 , 2008 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class (1)
Common Stock	Jordan Starkman 193 Jardin Drive, 2nd Floor West Concord, ON L4K 1X5	250,000( 2 )	40.38%
Common Stock	Maxwell Network Group Inc. 3100 Steeles Avenue West PH Vaughn, ON L4K  3R1	100,000( 3 )	16.15%
Common Stock	Itamar Cohen      3100 Steeles Ave West PH      Vaughn, ON L4K 3R1	100,000 ( 3 )	16.15%
Common Stock	Tami Garson 193 Jardin Drive, 2nd Floor West Concord, ON l4K 1X5	1,000 (4)	Less than 1%
Common Stock	All executive officers and directors as a group	250,000	40.38%

(1) (2)	The percent of class is based 619,000 shares of our common stock issued and outstanding as of June 16, 2008. Jordan Starkman is the Company’s sole officer and director.
(3)	Itamar Cohen control the Maxwell Network Group Inc. which owns 100,000 shares of our common stock and therefore may be deemed to be the beneficial owner of these shares.
(4)	Tami Garson is the wife of our sole officer and director Jordan Starkman

20

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

In August 2007, we issued 50,000 founder shares of common stock to Jordan Starkman pursuant to the exemption from registration set forth in section 4(2) of the Securities Act of 1933.  The total purchase price of the Shares was $50.

The advances from the shareholder were from the sole director and shareholder, Jordan Starkman, the amount as at February 29, 2008 was $2,244, is non-interest bearing, unsecured and has no specific terms of repayment.  The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments.

The advances from the shareholder were from the sole director and shareholder, Jordan Starkman, the amount as at August 31, 2007 was $11,159, is non-interest bearing, unsecured and has no specific terms of repayment.  The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments.

Accrued or paid management fees to the spouse of Jordan Starkman, the sole director of the Company were $16,771 for the six-month period ended February 29, 2008

Accrued or paid management fees to the spouse of Jordan Starkman, the sole director of the Company for the year ended August 31, 2007 were $20,517

Advances from a related company controlled by Jordan Starkman, the sole director of PBTD as at February 29, 2008 were $78,900. These advances are non interest bearing, unsecured, with no specific terms of repayment.

Advances from a related company controlled by Jordan Starkman, the sole director of PBTD as at August 31, 2007 were $42,720. These advances are non interest bearing, unsecured, with no specific terms of repayment.

Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION OF SECURITIES ACT LIABILITIES

Our director and officer is indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

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PAY BY THE DAY HOLDINGS, INC.

269,000 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus Is:   June 27 , 2008

PART II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses Of Issuance And Distribution.

Securities and Exchange Commission registration fee	$	1.06
Federal Taxes	$	0.00
State Taxes and Fees	$	0.00
Transfer Agent Fees	$	0.00
Accounting fees and expenses	$	10,000.00
Legal fees and expense	$	15,000.00
Blue Sky fees and expenses	$	0.00
Miscellaneous	$	0.00
Total	$	25,001.06

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification Of Directors And Officers.

Our director and officer is indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

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Item 15. Recent Sales Of Unregistered Securities.

We were incorporated in the State of Nevada in August 2007 and 50,000 shares of common stock were issued to Jordan Starkman for $50. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued to Mr. Starkman as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Mr. Starkman had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

In August 2007 we entered into a Share Exchange Agreement with Pay By The Day Company Inc., an Ontario Corporation, whereby we exchanged 200,000 shares of common stock for all of the issued and outstanding shares of Pay By The Day Company Inc., Mr. Starkman as the sole shareholder of Pay By The Day Company Inc. is the holder of the 200,000 common shares.  These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Mr. Starkman had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

In September 2007 we issued 100,000 common shares to Itamar Cohen in exchange for $10,000 ($0.10 per share).  These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Mr. Cohen had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

In September 2007 we issued 5,000 common shares to Richard Anslow, and 5,000 common shares to Gregg Jaclin in exchange for legal services rendered.  These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Mr. Anslow, and Mr. Jaclin had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

In December 2007, we completed a Regulation D Rule 506 offering in which we sold 259,000 shares of common stock to 38 investors, at a price per share of $.10 for an aggregate offering price of $25,900. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

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Maxwell Network Group Inc. (1)	100,000
Iris Taxon	35,000
Maital Cohen	5,000
Sammy Anidjar	5,000
Miriam Anidjar	5,000
Neil Casselman	5,000
Sandra Payer	5,000
Dennis Payer	5,000
Michael Payer	5,000
Lorna Limasing	5,000
Luz M. Sta Maria	5,000
Minerva D. Atienza	5,000
Mike Amorosso	5,000
Mike Wilson	5,000
Noreen Wilson	5,000
Meir Waisenberg	5,000
Valerie Afriat	5,000
Angelo Toneguzzo	5,000
Alena Danieli	5,000
Nissan Danieli	5,000
David Anidjar	5,000
Anne Marks	5,000
Deena Oziel	3,000
Danny Rabizada	2,500
Tammy Revizada	2,500
Ghitel Grinfield	2,000
Isaac Oziel	2,000
Sherwin Shapiro	2,000
Liran Cohen	1,000
Tami Garson (2)	1,000
Jeff Botnick	1,000
Lawrence Rabie	1,000
Annette Shapiro	1,000
Jesse Shapiro	1,000
Matthew Shapiro	1,000
Ben Giterman	1,000
Yona Giterman	1,000
Alan Patel	1,000

(1)   Maxwell Network Group, Inc. is controlled by Itamar Cohen.

(2)   Tami Garson is the wife of the Company’s President Jordan Starkman

The Common Stock issued in our Regulation D, Rule 506 Offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. ss.230.506:

(A)	No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.
(B)	At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

(C)	Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
(D)	The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
(E)	None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.

Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed in December 2007 were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

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Item 16. Exhibits and Financial Statement Schedules.

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation *
3.2	By-Laws *
5.1	Opinion of Anslow & Jaclin, LLP
10.1	Share Exchange Agreement *
23.1	Consent of DNTW Chartered Accountants, LLP
23.2	Consent of Counsel, as in Exhibit 5.1
24.1	Power of Attorney
99	Subscription Agreement from Private Placement

* Incorporated by reference on Form S-1 filed on March 5, 2008

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.             To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.             To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.             To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.             Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.             Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.            The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.            Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser .

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Concord, Ontario Canada on June 30, 2008.

PAY BY THE DAY HOLDINGS, INC. 

By:	/s/Jordan Starkman
	Jordan Starkman
	President, Chief Executive Officer, Chairman of the Board of Directors Chief Financial Officer, Controller, Principal Accounting Officer

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EX-5.1

June 30, 2008

Pay By The Day Holdings, Inc.

193 Jardin Drive, 2nd Floor West

Concord, ON L4K 1X5

Gentlemen:

You have requested our opinion, as counsel for Pay By The Day Holdings, Inc. a Nevada corporation (the "Company"), in connection with the registration statement on Amendment No.1 to Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), filed by the Company with the Securities and Exchange Commission.

The Registration Statement relates to an offering of 269,000 shares of the Company’s common stock.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of Nevada of the United States. This opinion opines upon Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By:	/s/ Gregg E. Jaclin
	ANSLOW & JACLIN, LLP

195 Route 9 South, Suite 204, Manalapan, New Jersey 07726

Tel: (732) 409-1212 Fax: (732) 577-1188

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1, of our report dated February 28, 2008 relating to the August 31, 2007 financial statements of Pay By The Day Holdings, Inc.

We also consent to the reference to our Firm under the caption “Experts” in the Registration Statement.

DNTW Chartered Accountants, LLP

Markham, Canada

June 30, 2008

EX-99.1

SUBSCRIPTION AGREEMENT

To:  Pay By The Day Holdings, Inc.

        Attn:  Mr. Jordan Starkman

        193 Jardin Drive, 2nd Floor West

        Concord, ON L4K 1X5

Gentlemen:

1.           Subscription.

The undersigned (the "Purchaser"), intending to be legally bound, hereby irrevocably agrees to purchase from Pay By The Day Holdings, Inc., a Nevada Corporation (the “Company”), the number of shares, set forth on the Signature Page at the end of this subscription Agreement (the “Agreement”) at a purchase price of $0.10 per share with a minimum investment of $250, upon the terms and conditions hereinafter set forth. This subscription is submitted to the Company accordance with and subject to the terms and conditions described in this Agreement and in the Confidential Private Placement Memorandum dated as of November 2, 2007.

The undersigned is delivering (i) the subscription payment made payable to Pay By The Day Holdings, Inc. (ii) two executed copies of the Signature page at the end of this Agreement, and (iii) one executed copy of Purchaser Questionnaire for Individuals (if appropriate), attached hereto as Exhibit II, to:

Pay By The Day Holdings, Inc.

Attn:  Mr. Jordan Starkman

193 Jardin Drive, 2nd Floor West

Concord, ON L4K 1X5

The undersigned understands that the Common Stock is being issued pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), provided by Regulation D Rule 506 of such Securities Act. As such, the Common Stock is only being offered and sold to investors who qualify as “accredited investors," and a limited number of sophisticated investors and the Company is relying on the representations made by the undersigned in this Agreement that the undersigned qualifies as such an accredited or sophisticated investor. The shares of Common Stock are "restricted securities" for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.

2.                      Acceptance of Subscription.

The Offering will be open until the earlier to occur of (i) March 31, 2008; or (ii) the sale of all of the common shares, unless extended by us for up to an additional 60 day period, in our sole discretion.

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Subject to applicable state securities laws, the Purchaser may not revoke any subscription that such Purchaser delivers to the Company. However, the undersigned understands and agrees that the Company, in its sole discretion, may (i) reject the subscription of any Purchaser, whether or not qualified, in whole or in, part, and (ii) may withdraw the Offering at any time prior to the termination of the Offering.  The Company shall have no obligation to accept subscriptions in the order received. This subscription shall become binding only if accepted by the Company.

3.                      Memorandum.

The Purchaser hereby acknowledges receipt of a copy of the Confidential Private Placement Memorandum dated November 2, 2007 (as, the "Memorandum").

4.                      Representations and Warranties.

4.1.           The Company represents and warrants to, and agrees with the undersigned as follows, in each case as of the date hereof and in all material respects as of the date of any closing, except for any changes resulting solely from the Offering:

(a) The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full power and authority to own, lease, license and use its properties and assets and to carry out the business in which it is engaged as described in the Memorandum. The Company is in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing or use of property or assets or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Company.

(b) At the date of the initial closing, the authorized capital stock of the Company will consist of 100,000,000 shares of common stock, par value $.001 per share. At such date, without taking into account the initial closing, there will be outstanding no more than 250,000 shares of Common Stock, excluding shares issued in connection with the Offering, shares issued upon exercise or conversion of options, warrants or other rights outstanding as of the date of the initial closing, in accordance with their terms as of such date, which terms have been described properly in the Memorandum.

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Each outstanding share of Common Stock is validly authorized, validly issued, fully paid and non-assessable, without any personal liability attaching to the ownership thereof and has not been issued and is not or will not be owned or held in violation of any preemptive rights of stockholders. There is no commitment, plan or arrangement to issue, and no outstanding option, warrant or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the Company, except, as may be described in the Memorandum. There is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Company, except as may be described in the Memorandum

(c)There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or, to the best knowledge of the officers of the Company, threatened with respect to the Company, or any of its subsidiaries, operations, businesses, properties or assets except as may be described in the Memorandum or such as individually or in the aggregate do not now have and could not reasonably be expected have a material adverse effect upon the operations, business, properties or assets of the Company.

(d) The Company is not in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree except as may be described in the Memorandum or such as in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.

(e) The Company has all requisite power and authority (i) to execute, deliver and perform its obligations under this Agreement, and (ii) to issue and sell the shares in the Offering.

(f) No consent, authorization, approval, order, license, certificate or permit of or from, or declaration or filing with, any United States federal, state, local, or other applicable governmental authority, or any court or any other tribunal, is required by the Company for the execution, delivery or performance by the Company of this Agreement or the issuance and sale of the shares, except such filings and consents as may be required and have been or at the initial closing will have been made or obtained under the laws of the United States federal and state securities laws.

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(g) The execution, delivery and performance of this Agreement and the issuance of the Shares will not violate or result in a breach of, or entitle any party (with or without the giving of notice or the passage of time or both) to terminate or call a default under any agreement or violate or result in a breach of any term of the Company's Articles of Incorporation or Bylaws of, or violate any law, rule, regulation, order, judgment or decree binding upon, the Company, or to which any of its operations, businesses, properties or assets are subject, the breach, termination or violation of which, or default under which, would have a material adverse effect on the operations, business, properties or assets of the Company.

(h) The Shares issuable in this Offering are validly authorized and, if and when issued in accordance with the terms and conditions set forth in the Memorandum and in this Agreement, will be validly issued, fully paid and non-assessable without any personal liability attaching to the ownership thereof, and will not be issued in violation of any preemptive or other rights of stockholders.

(i) The Memorandum and this Agreement do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without limiting the generality of the foregoing, there has been no material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or, to the knowledge of the Company, future prospects of the Company from the latest information set forth in the Memorandum.

4.2.           The undersigned hereby represents and warrants to, and agrees with, the Company as follows:

(a) The undersigned is an "Accredited Investor" as that term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act, and as specifically indicated in Exhibit I attached to this Agreement. "

(b) The undersigned is a “Sophisticated Investor” as that term is defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

(c) For California and Massachusetts individuals: If the subscriber is a California resident, such subscriber's investment in the Company will not exceed 10% of such subscriber's net worth (or joint net worth with his spouse). If the subscriber is a Massachusetts resident, such subscriber's investment in the Company will not exceed 25% of such subscriber's joint net worth with such subscriber's spouse (exclusive of principal residence and its furnishings).

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(d) If a natural person, the undersigned is: a bona fide resident of the state or non-United States jurisdiction contained in the address set forth on the Signature Page of this Agreement as the undersigned's home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, the undersigned has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the Signature Page of this Agreement, the individual signing on behalf of the undersigned is duly authorized to execute this Agreement and this Agreement constitutes the legal, valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms.

(e) The undersigned has received, read carefully and is familiar with this Agreement and the Memorandum.

(f) The undersigned is familiar with the Company's business, plans and financial condition, the terms of the Offering and any other matters relating to the Offering, the undersigned has received all materials which have been requested by the undersigned, has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered all inquiries that the undersigned or the undersigned's representatives have put to it. The undersigned has had access to all additional information necessary to verify the accuracy of the information set forth in this Agreement and the Memorandum and any other materials furnished herewith, and have taken all the steps necessary to evaluate the merits and risks of an investment as proposed hereunder.

(g) The undersigned (or the undersigned's purchaser representative) has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned's investment in the Company hereunder is not material when compared to the undersigned's total financial capacity.

(h) The undersigned understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment.

(i) The undersigned acknowledges that no market for the Common Stock presently exists and none may develop in the future and that the undersigned may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time.

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(j)           The undersigned has been advised by the Company that none of the Common Stock has been registered under the Securities Act, that the Common Stock will be issued on the basis of the statutory exemption provided by Rule 506 of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company's reliance thereon is based in part upon the representations made by the undersigned in this Agreement.

(k)           The undersigned acknowledges that the undersigned has been informed by the Company of or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Common Stock. In particular, the undersigned agrees that no sale, assignment or transfer of any of the Common Stock shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Common Stock is registered under the Securities Act, it being understood that the Common Stock are not currently registered for sale and that the Company has no obligation or intention to so register the Common Stock, except as contemplated by the terms of this Agreement or (ii) such Common Stock is sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Common Stock), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act, including Regulation S promulgated thereunder. The undersigned further understands that an opinion of counsel and other documents may be required to transfer the Common Stock.

(l) The undersigned acknowledges that the Common Stock shall be subject to a stop transfer order and the certificate or certificates evidencing any Common Stock shall bear the following or a substantially similar legend or such other legend as may appear on the forms of Common Stock and such other legends as may be required by state blue sky laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR. APPLICABLE STATE SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

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(m)           The undersigned will acquire the Common Stock for the undersigned's own account (or for the joint account of the undersigned and the undersigned's spouse either in joint tenancy, tenancy by 'he entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein.

(n) No representation, guarantee or warranty has been made to the undersigned by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of either of them, or any other persons, whether expressly or by implication, that:

(I) the Company or the undersigned will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company's activities or the undersigned's investment in the Company; or

(II) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Common Stock or of the Company's activities.

(o) No oral or written representations have been made other than as stated in the Memorandum, and no oral or written information furnished to the undersigned or the undersigned's advisor(s) in connection with the Offering were in any way inconsistent with the information stated in the Memorandum.

(p) The undersigned is not subscribing for the Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company with which the undersigned had a pre-existing relationship in connection with investments in securities generally.

(q) The undersigned is not relying on the Company with respect to the tax and other economic considerations of an investment.

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(r) The undersigned understands that the net; proceeds from all subscriptions paid and accepted pursuant to the Offering (after deduction for commissions, discounts and expenses of the Offering) will be used in all material respects for the purposes set forth in the Memorandum.

(s) Without limiting any of the undersigned's other representations and warranties hereunder, the undersigned acknowledges that the undersigned has reviewed and is aware of the risk factors described in the Memorandum.

(t) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned herein shall survive the execution and delivery of this Agreement and the purchase of the Common Stock.

(u) The undersigned has consulted his own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Common Stock and has not relied on the Memorandum or the Company, its officers, directors or professional advisors for advice as to such consequences.

5.                      Indemnification.

The Purchaser understands the meaning and legal consequences of the representations and warranties contained in Section 4.2, and agrees to indemnify and hold harmless the Company and each member, officer, employee, agent or representative thereof against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty, or breach or failure to comply with any covenant, of the Purchaser, whether contained in the Memorandum or this Subscription Agreement. Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the Purchaser, the Purchaser does not thereby or in any other manner waive any rights granted to the Purchaser under federal or state securities laws.

6.                      Provisions of Certain State Laws.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED TIE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE NEVADA UNIFORM SECURITIES ACT AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

7. Additional Information.

The Purchaser hereby acknowledges and agrees that the Company may make or cause to be made such further inquiry and obtain such additional information as they may deem appropriate, with regard to the suitability of the undersigned.

8.    Irrevocability; Binding Effect.

The Purchaser hereby acknowledges and agrees that the Subscription hereunder is irrevocable, that the Purchaser is not entitled to cancel, terminate or revoke this Subscription.  Agreement or any agreements of the undersigned thereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.  If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, legal representatives and assigns.

9. Modification.

Neither this Subscription Agreement nor any provisions hereof shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.

10. Notices.

Any notice, demand or other communication which any party hereto may be required, or may elect, to give to any other party hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail box, stamped registered or certified mail, return receipt requested, addressed to such address as may be listed on the books of the Company, or (b) delivered personally at such address.

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11. Counterparts.

This Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each such counterpart shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

12. Entire Agreement.

This Subscription Agreement contains the entire agreement of the parties with respect to the subject matter hereof and there are no representations, covenants or other agreements except as stated or referred to herein.

13. Severability.

Each provision of this Subscription Agreement is intended to be severable from every other provision, and the invalidity or illegality of any Portion hereof shall not affect the validity or legality of the remainder hereof.

14. Assignability.

This Subscription Agreement is not transferable or assignable by the Purchaser.

15. Applicable Law.

This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Nevada as applied to residents of that State executing contracts wholly to be performed in that State.

16. Choice of Jurisdiction.

The parties agree that any action or proceeding arising, directly, indirectly or otherwise, in connection with, out of or from this Subscription Agreement, any breach hereof or any transaction covered hereby shall be resolved within the State of Nevada. Accordingly, the parties consent and submit to the jurisdiction of the United States federal and state courts located within the State of Nevada.

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IN WITNESS THEREOF, the undersigned exercises and agrees to be bound by this Subscription Agreement by executing the Signature Page attached hereto on the date therein indicated.

SUBSCRIPTION AGREEMENT

SIGNATURE PAGE

By executing this Signature Page, the undersigned hereby executes, adopts and agrees to all terms, conditions and representations of this Subscription Agreement and acknowledges all requirements are met by the purchaser to purchase shares in the Company.

Number of Shares Subscribed at $.10 per Share:  ___________________________________

Aggregate Purchase Price: $  ____________________________________________________

Type of ownership:                              ____________                                Individual

____________                                Joint Tenants

____________ Tenants by the Entirety

____________                                Tenants in Common

____________                                Subscribing as Corporation or Partnership

____________                                Other

IN WITNESS WHEREOF, the undersigned Purchaser has executed this Signature

Page this __________                                                      day of __________________________   , 2007.

_____________________________                                                      ______________________________

Exact Name in which Shares are to                                                              Exact Name in which Shares are to

             be Registered                                                                                      be Registered

_____________________________                                                       ______________________________

Signature                                                                                                          Signature

_____________________________                                                        ______________________________

Print Name                                                                                                        Print Name

__________________________                                                               ______________________________

Tax Identification Number:                                                                            Tax Identification Number

_____________________________                                                        ______________________________

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_____________________________                                                        ______________________________

Mailing Address                                                                                              Mailing Address

_____________________________                                                        ______________________________

Residence Phone Number                                                                              Residence Phone Number

_____________________________                                                        ______________________________

Work Phone Number                                                                                       Work Phone Number

_____________________________                                                        ______________________________

E-Mail Address                                                                                                E-Mail Address

ACCEPTANCE OF SUBSCRIPTION

PAY BY THE DAY HOLDINGS, INC. hereby accepts the subscription of ________________Shares as of the ____________day of _________________, 2007.

PAY BY THE DAY HOLDINGS, INC.

By:       ___________________________________________________________________

Name:  ___________________________________________________________________

Title:     ___________________________________________________________________

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Exhibit I to Subscription Agreement

DEFINITION OF "ACCREDITED INVESTOR"

WITHIN THE MEANING OF REGULATION D

An accredited investor means any person who comes within any of the following categories, or whom the Company reasonably believes comes within any of the following categories, at the time of the sale of the Shares to that person:

(i) any bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Exchange Act; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S., Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(ii)  any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(iii) any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv)  any of the directors or executive officers of the Company;

(v)  any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of investment in the Common Stock, exceeds $250,000;

(vi) any natural person who had an individual income in excess of $250,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching that same income level in the current year;

(vii) any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Common Stock, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or

(viii)  any entity in which all of the equity owners are accredited investors.

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Exhibit II to Subscription Agreement

PURCHASER QUESTIONNAIRE FOR INDIVIDUALS

Purpose of this Questionnaire.

Shares of Pay By The Day Holdings, Inc., a Nevada Corporation (the "Company'), are being offered without registration under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of certain states, in reliance on the private offering exemption contained in Rule 506 of the Securities Act and on Regulation D of the Securities and Exchange Commission thereunder ("Regulation D"), and in reliance on similar exemptions under certain applicable state laws. The purpose of this Purchaser Questionnaire is to assure the Company that the proposed purchaser meets the standards imposed for the application of such exemptions including, but not limited to, whether the proposed purchaser qualifies as an "accredited investor" as defined in Rule 501 under the Act or a “sophisticated investor” as defined in Rule 506 under the Act, your answers will at all times be kept strictly confidential. However, by signing this purchaser Questionnaire you agree that the Company may present this Purchaser Questionnaire to such parties as the Company may deem appropriate if called upon under the law to establish the availability of any exemption from registration of the private placement or if the contents hereof are relevant to any issue in any action, suit or proceeding to which the Company is a party or by which it may be bound. The undersigned realizes that this Purchaser Questionnaire does not constitute an offer by the Company to sell shares but is a request for information.

THE COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.

Instructions:

One (1) copy of this Questionnaire should be completed, signed, dated and delivered to:

Pay By The Day Holdings, Inc.

Attn:  Mr. Jordan Starkman

193 Jardin Drive, 2nd Floor West

Concord, ON L4K 1X5

Please contact Mr. Jordan Starkman at (905) 760-0475 if you have any questions with respect to the Questionnaire.

PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is "None" or "Not Applicable," so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.

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I.           General Information:

Name:  ________________________________

Date of Birth:  ______________________________

Residence Address:  _______________________________________________________________

Business Address:  ________________________________________________________________

Home Telephone No.: ______________________________________________________________

Business Telephone No:  ____________________________________________________________

E-mail Address:  ___________________________________________________________________

Preferred Mailing Address: ________ Business       or  _________  Home  (check one)

Social Security Number:  ____________________________________________________________

Marital Status:  ____________________________________________________________________

II.           Financial Condition:

1.           Did your individual annual income during each of 2005 and 2006 exceed $250,000 and do you reasonably expect your individual annual income during 2007 to exceed $250,000?

Yes _______                                No _______

2.           Did your joint (with spouse) annual income during each of 2005 and 2006 exceed $300,000 and do you reasonably expect your individual annual income during 2007 to exceed $300,000?

Yes _______                                No  _______

3.           Does your individual or joint net worth exceed $250,000?

Yes _______                                No  _______

By signing this Questionnaire I hereby confirm the following statements:

(a) I am aware that the offering of Common Stock will involve securities that are not transferable and for which no market exists, thereby requiring my investment to be maintained for an indefinite period of time.

(b) I acknowledge that any delivery to me of the Memorandum relating to the Shares of Common Stock prior to the determination by the Company of my suitability as an investor, shall not constitute an offer of such Shares until such determination of suitability shall be made, and I agree that I shall promptly return the Memorandum to the Company upon request.

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(c)           My answers to the foregoing questions are, and were on any date (if any) that I previously subscribed for Shares in the Company, true and complete to the best of my information and belief and were true on any date that I previously as of, and I will promptly notify the Company of any changes in the information I have provided.

Executed:

Date:________________  _______________________________________________

(Printed Name)

Place:  ____________________________________

__________________________________________

(Signature)

__________________________________________

(Printed Name of Joint Subscriber)

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CORRESP

  
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