UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




FORM
10-Q


_______________




x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended November 30, 2008




o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the transition period from
______to______.




PAY
BY THE DAY HOLDINGS, INC.


(Exact
name of registrant as specified in Charter




NEVADA
              
              333-149552(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Commission
      File No.)
              
              (IRS
      Employee Identification No.)





193
Jardin Drive, 2nd Floor
West


Concord,
ON L4K 1X5


(Address
of Principal Executive Offices)


_______________




(905)
760-0475


(Issuer
Telephone number)


_______________




(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x  No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x




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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of January 14, 2009: 619,000 shares of common stock.







1







PAY
BY THE DAY




FORM
10-Q




November
30, 2008




INDEX




PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3.
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T
            Control
      and Procedures




PART
II-- OTHER INFORMATION




Item
      1
            Legal
      ProceedingsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K




SIGNATURE






2




PAY
BY THE DAY HOLDINGS, INC. AND SUBSIDIARY
  (A
Development Stage Company)











CONSOLIDATED
FINANCIAL STATEMENTS


Unaudited
- See Review Engagement Report




30
NOVEMBER 2008





INDEX
TO FINANCIAL STATEMENTS
  F-2
              CONSOLIDATED BALANCE
      SHEETSF-3
              CONSOLIDATED STATEMENTS OF
      OPERATIONS AND COMPREHENSIVE LOSSF-4
              CONSOLIDATED STATEMENTS OF CASH
      FLOWS












F-1
 PAY
BY THE DAY HOLDINGS, INC. AND SUBSIDIARY
  (A
Development Stage Company)




CONSOLIDATED
BALANCE SHEETS




AS
AT




(Expressed
in United States Dollars)


30
      November 2008 (Unaudited)
                                              
                                              
                                              31
      August 2008 (Audited)ASSETSCurrent
      AssetsCash
                                              
                                              $
                                              34
                                              
                                              
                                              $
                                              22Short
      term investments, at fair value (cost - $5,405)
                                              
                                              
                                              3
                                              
                                              
                                              
                                              15Prepaid
      and sundry assets
                                              
                                              
                                              252
                                              
                                              
                                              
                                              1,514Total
      Current Assets
                                              
                                              
                                              289
                                              
                                              
                                              
                                              1,551Long
      Term AssetsEquipment
                                              
                                              
                                              5,480
                                              
                                              
                                              
                                              5,841Total
      Assets
                                              
                                              $
                                              5,769
                                              
                                              
                                              $
                                              7,392




LIABILITIES
AND STOCKHOLDERS' DEFICIT


Current
      LiabilitiesAccounts
      payable and accrued liabilities
                  
                  $
                  31,895
                  
                  
                  $
                  28,010Advances
      from shareholder
                  
                  
                  32,406
                  
                  
                  
                  18,675Advances
      from related party
                  
                  
                  70,081
                  
                  
                  
                  72,654Total
      Current Liabilities
                  
                  
                  134,382
                  
                  
                  
                  119,339Total
      Liabilities
                  
                  
                  134,382
                  
                  
                  
                  119,339




Stockholders'
Deficit


Capital
      stock, $0.001 par value; Authorized 100,000,000; issued and outstanding
      619,000  at 30 November 2008 (31 August, 2008 -
      619,000)
                    
                    
                    619
                    
                    
                    
                    619Additional
      paid-in capital
                    
                    
                    36,531
                    
                    
                    
                    36,531Accumulated
      comprehensive income (loss)
                    
                    
                    15,755
                    
                    
                    
                    (6,483Deficit
      accumulated during the development stage
                    
                    
                    (181,518
                    )
                    
                    
                    (142,614Total
      Stockholders' Deficit
                    
                    
                    (128,613
                    )
                    
                    
                    (111,947Total
      Liabilities and Stockholders' Deficit
                    
                    $
                    5,769
                    
                    
                    $
                    7,392







F-2
 PAY
BY THE DAY HOLDINGS, INC. AND SUBSIDIARY
  (A
Development Stage Company)




CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS




(Unaudited)




(Expressed
in United States Dollars)




For
      the Three Months Ended 30 November 2008
                            
                            
                            For
      the Three Months Ended 30 November 2007
                            
                            
                            For
      the Period from Inception (5 June 2003) to 30 November
2008SALES
                            
                            
                            460
                            
                            
                            
                            327
                            
                            
                            
                            376,184COST
      OF GOODS SOLD
                            
                            
                            439
                            
                            
                            
                            -
                            
                            
                            
                            261,405GROSS
      PROFIT
                            
                            
                            21
                            
                            
                            
                            327
                            
                            
                            
                            114,779EXPENSESProfessional
      fees
                            
                            
                            32,520
                            
                            
                            
                            18,963
                            
                            
                            
                            184,260Office
      and general
                            
                            
                            1,616
                            
                            
                            
                            354
                            
                            
                            
                            33,551Telecommunications
                            
                            
                            1,204
                            
                            
                            
                            813
                            
                            
                            
                            28,207Advertising
      and promotion
                            
                            
                            931
                            
                            
                            
                            25
                            
                            
                            
                            31,307Vehicle
                            
                            
                            177
                            
                            
                            
                            -
                            
                            
                            
                            885Interest
      and bank charges
                            
                            
                            93
                            
                            
                            
                            431
                            
                            
                            
                            16,204Rent
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            27,682Bad
      debts
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            9,774Depreciation
                            
                            
                            361
                            
                            
                            
                            270
                            
                            
                            
                            13,194TOTAL
      OPERATING EXPENSES
                            
                            
                            36,902
                            
                            
                            
                            20,856
                            
                            
                            
                            345,064LOSS
      FROM OPERATIONS
                            
                            
                            (36,881
                            )
                            
                            
                            (20,529
                            )
                            
                            
                            (230,285
                            )Realized
      gain on disposal of available-for-sale securities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            3,078Foreign
      exchange (loss) gain
                            
                            
                            (2,029
                            )
                            
                            
                            (342
                            )
                            
                            
                            17,508Gain
      on extinguishment of debt
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            19,126Loss
      on disposal of assets
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (2,762
                            )Interest
      income
                            
                            
                            4
                            
                            
                            
                            132
                            
                            
                            
                            11,817NET
      LOSS
                            
                            $
                            (38,906
                            )
                            
                            $
                            (20,739
                            )
                            
                            $
                            (181,518
                            )Foreign
      currency translation adjustment
                            
                            
                            22,253
                            
                            
                            
                            (4,141
                            )
                            
                            
                            20,575Unrealized
      loss on available-for-sale securities, net of tax
                            
                            
                            (11
                            )
                            
                            
                            -
                            
                            
                            
                            (4,820
                            )COMPREHENSIVE
      LOSS
                            
                            $
                            (16,664
                            )
                            
                            $
                            (24,880
                            )
                            
                            $
                            (165,763
                            )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
                            
                            $
                            (0.06
                            )
                            
                            $
                            (0.05
                            )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
                            
                            
                            619,000
                            
                            
                            
                            458,000







The
accompanying notes are an integral part to these financial statements.
 F-3
 PAY
BY THE DAY HOLDINGS, INC. AND SUBSIDIARY
  (A
Development Stage Company)




CONSOLIDATED
STATEMENTS OF CASH FLOWS




(Unaudited)




(Expressed
in United States Dollars)


For
      the Three Months Ended 30 November 2008
                      
                      For
      the Three Months Ended 30 November 2007
                      
                      
                      For
      the Period from Inception (5 June 2003) to 30 November
  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                      
                      $
                      (38,906
                      
                      $
                      (20,739
                      )
                      
                      $
                      (181,518
                      )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                      
                      
                      361
                      
                      
                      270
                      
                      
                      
                      13,194Loss
      on disposal of assets
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      2,762Issuance
      of common stock for services
                      
                      
                      -
                      
                      
                      1,000
                      
                      
                      
                      1,000Changes
      in operating assets and liabilities:Accounts
      receivable
                      
                      
                      -
                      
                      
                      (62
                      )
                      
                      
                      -Available-for-sale
      securities
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      (4,820
                      )Prepaid
      and sundry assets
                      
                      
                      1,262
                      
                      
                      306
                      
                      
                      
                      (252
                      )Accounts
      payable and accrued liabilities
                      
                      
                      3,884
                      
                      
                      4,355
                      
                      
                      
                      31,896NET
      CASH USED IN OPERATING ACTIVITIES
                      
                      
                      (33,399
                      
                      
                      (14,870
                      )
                      
                      
                      (137,738
                      )CASH
      FLOWS FROM INVESTING ACTIVITIESDisposition
      of equipment
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      4,462Acquisition
      of equipment
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      (25,902
                      )NET
      CASH USED IN INVESTING ACTIVITIES
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      (21,440
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from shareholder
                      
                      
                      13,731
                      
                      
                      921
                      
                      
                      
                      32,406Advances
      (to) from related parties
                      
                      
                      (2,573
                      
                      
                      28,111
                      
                      
                      
                      70,081Issuance
      of common stock for cash
                      
                      
                      -
                      
                      
                      19,800
                      
                      
                      
                      36,150NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                      
                      
                      11,158
                      
                      
                      48,832
                      
                      
                      
                      138,637EFFECT
      OF FOREIGN CURRENCY TRANSLATION
                      
                      
                      22,253
                      
                      
                      (4,141
                      )
                      
                      
                      20,575NET
      INCREASE IN CASH
                      
                      
                      12
                      
                      
                      29,821
                      
                      
                      
                      34CASH,
      BEGINNING OF PERIOD
                      
                      
                      22
                      
                      
                      154
                      
                      
                      
                      -CASH,
      END OF PERIOD
                      
                      $
                      34
                      
                      $
                      29,975
                      
                      
                      $
                      34








The
accompanying notes are an integral part to these 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 30 NOVEMBER 2008
  (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
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
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the SEC instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included.  Operating results for the three month period ended 30
November 2008 are not necessarily indicative of the results that may be expected
for the year ending 31 August 2009.  For further information, refer to
the financial statements and footnotes thereto included in the Company’s annual
report on Form 10-K for the year ended 31 August 2008.


3







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.




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 shareholder were from the sole director and shareholder, Jordan
Starkman.  The amount as at 30 November 2008 of $32,406 (31 August
2008 - $18,675) 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 as at 30 November 2008 were $8,255 (31 August 2008
      - $16,755).




(b)
            Advances
      from a related company controlled by Jordan Starkman, the sole director of
      PBTD as at 30 November 2008 were $70,081 (31 August 2008 - $72,654). These
      advances are non interest bearing, unsecured and with no specific terms of
      repayment.




6. SUPPLEMENTAL
CASH FLOW INFORMATION




During
the periods ended 30 November 2008 and 2007 and the period from inception to 30
November 2008, there were no interest or taxes paid by the Company.










4




Item
2.     Management’s Discussion and Analysis
or Plan of Operation





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 new 30
second direct response commercials. 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 of the infomercial
and commercial to begin 6-8 months once the financing is obtained. We produced
two 30 second spot commercials in 2004 that 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
our third party finance service provider. The cost of running an Equifax file is
$10. This is an additional expense to the company that 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
fundamental concept of our business involves the granting of credit by either
our third party finance service provider or by PBTD internally.  Our
relationship with our third party finance service provider is one that will
hopefully expedite our growth process by providing a seamlessly easy application
process with a high probability of customer approval rates.  They have
the ability to finance both A and B level credit on a Conditional Sales Contract
program or a 3 year lease contract   A Conditional Sales Contract
is commonly known as buying on an installment plan and requires the giving of a
promissory note for the purchase price under the contract.  It is a
type of agreement to sell whereby a seller retains title to the goods sold and
delivered to a purchaser until full payment has been made.  A
conditional buyer has the right of possession of the goods so long as the terms
and conditions of the agreement are met.  A Conditional Sales Contract
is similar to a lease contract except at the end of the term the buyer obtains
ownership of the goods as soon as the final payment to the seller is
made.





We
receive 100% of the transaction amount on “A” credit deals and due to the added
risk for “B” credit customers, the payout is 90% of the transaction amount. For
example, if the purchase amount is $1,000, our third party service provider pays
us 100% of the $1,000 for an “A” credit customer. If the customer has “B” level
credit then the payout amount to us is 90% of the $1,000 transaction 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. PBTD is not related to any of our service providers except for the
relationships described.




The
Company’s business operation relies upon a third party service provider to
approve for credit and finance PBTD’s customer’s purchases. If PBTD encounters
difficulty in obtaining customer credit approvals for financing, the company’s
business will suffer. Due to the company’s increasing difficulty in obtaining
credit approvals, the company has reached an agreement with Tanner Financial
Services Inc. in July 2008 to accept and process PBTD customer
applications.




We
believe the relationship with Tanner Financial will increase our approval rates
leading to increased sales, as they are a more aggressive lender willing to take
on additional risk by financing A, B, and C level credit customers. The terms
and conditions of the agreement with Tanner Financial are the same as previous
3rd
party finance providers. Furthermore, the company has turned to self-financing
and has financed new/off-lease desktop computers and laptops, and consumer
electronics for customers willing to put down 50% of the total purchase price of
their order. The main selling features and the attractiveness of the PBTD
financing route is the 0% interest rate and the reporting of the trade to
Equifax on a monthly basis, allowing the customers who can afford the 50% down
to rebuild or reestablish credit history. The key component is the 50% down
payment, and we realize this financing option is not for everybody. The 50% down
payment can translate into a $200-$500 down payment which is significant for
customers who wish to pay for purchases on a payment plan and for those who
cannot afford to make purchases at their local store.




5




We
believe we can continue the operation of financing merchandise internally with a
limited amount of capital because the 50% down payment required by the customer
covers the majority of the cost of the merchandise.  PBTD has limited
its exposure and risk in case of default by the customer, and there is limited
capital required to finance these purchases.  As PBTD raises
additional capital, the company will on a case-by-case basis determine if
additional risk is warranted based on the customer’s credit rating.




Results of
Operation





For the
period from inception through 30 November 2008, we had $376,184 in revenue. Cost
of goods sold and operating expenses for the period from inception totaled
$261,405 and 345,064 respectively and our loss from operations was
$230,285 and our net loss was $181,518.





Revenue
for the three months period ended 30 November 2008 was $460 compared to $327 for
the three months period ended 30 November 2007. The revenue was generated from
the sale of computer and consumer electronics financed through a third party
service provider and financed by PBTD.





Operating
Expenses for the three months period ended 30 November 2008 were $36,902
compared to $20,856 for the three months period ended 30 November 2007. The
increase in operating expenses during the period ended 30 November 2008 compared
to the period ended 30 November 2007 is primarily attributed to professional
fees. Professional fees for the period ended 30 November 2008 were $32,520 and
$18,963 for the period ended 30 November 2007. These fees paid in the three
months ended 30 November 2008 were attributable to legal, accounting,
consulting, and auditing services related to the Company’s public offering and
listing process.





The loss
from operations was $36,881 for the period ended 30 November 2008 and
$20,529 for period ended 30 November 2007.





Net loss
was $38,906 for period ended 30 November 2008 and $20,739 for period ended 30
November 2007. The increase in operating expenses, specifically professional
fees during the period ended 30 November 2008 was the main contributing factor
for the increased loss during the period.


The vast
majority of our sales consist of computer and electronic products financed
through our third party finance service provider and the PBTD internal financing
program.  The profit is generated from the margins on the products
sold.  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
nil.  We expect to generate service fees revenue once our CreditPlus
advertising campaign begins.





The
Company has experienced a dramatic decrease in sales from fiscal year August 31,
2005 to November 30, 2008.  The Company’s slow growth and decrease in
sales is attributed to the difficulty in effectively approving customer credit
applications.  We have also been affected by the current credit market
conditions and as a result approval rates have decreased due to the poor credit
quality of customers applying for credit.




If the
Company’s 3rd party
finance providers increase the criteria for credit approvals or its parameters
for credit approvals, the increased restriction on credit approvals will make
customer applications more difficult to finance. In this situation, it is
uncertain if the Company will be able to continue to finance customer‘s
purchases through the Company’s third party service provider. The Company may
have to enter into additional agreements with multiple 3rd party
finance providers, or increase the number of transactions financed internally.
PBTD’s decrease in sales from inception to date is also attributed to the lack
of advertising dollars to fully market the company and its offerings. In
addition, over the past two 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 customer financing.
Furthermore, the dramatic drop in retail prices of computers and consumer
electronics has reduced the company’s profit margins.




Liquidity and Capital
Resources





As of
November 30, 2008 we had cash balance of  $34.





The
initial use of proceeds from the Company’s unregistered common share sales that
occurred between September 2007 and December 2007 was to be split between
offering expenses, professional fees, advertising/marketing, and working
capital, with 60% of the capital raised going towards advertising/marketing. The
Company raised approximately $26,000 from its intended maximum offering of
$100,000 and exercised its right to reassess and reassign its intended use of
funds. The Company has allocated almost all of its capital raised for legal and
accounting/auditor expenses related to the offering and the listing
process.




6




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
expected revenues and if needed an additional loan from the company’s sole
director Jordan Starkman. However, completion of our plan of operations 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 achieve our profit,
revenue, and growth goals.




We
anticipate that our operational, and general & administrative expenses for
the next 12 months will total approximately $15,000. The $15,000 will be
financed through the company’s anticipated sales of approximately $15,000 plus
if needed, an advance from the sole director Jordan Starkman. 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, unless financing is
raised. 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.




Off-Balance Sheet
Arrangements




We do not
have any outstanding derivative financial instruments, off-balance sheet
guarantees, interest rate swap transactions or foreign currency contracts. We do
not engage in trading activities involving non-exchange traded
contracts.




Item 3. Quantitative and Qualitative
Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.





Item
4T.  Controls and Procedures





Evaluation
of disclosure controls and procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of  Novemebr 30,
2008. Based on this evaluation, our principal executive officer and principal
financial officers have concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.






7


MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting is
designed to provide reasonable assurance to the Company’s management and Board
of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with US
GAAP and that receipts and expenditures are being made only in accordance with
authorizations of management and directors of the company, and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.




Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our internal
control over financial reporting and testing of the operational effectiveness of
our internal control over financial reporting. Based on this assessment,
Management concluded the Company maintained effective internal control over
financial reporting as of November 30, 2008.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.




This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this Annual Report.




Changes in internal
controls




We have
not made any changes to our internal controls subsequent to the Evaluation Date.
We have not identified any deficiencies or material weaknesses or other factors
that could significantly affect these controls, and therefore, no corrective
action was taken.







8




PART
II - OTHER INFORMATION




Item
1.   Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.





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




None.




Item
3.   Defaults Upon Senior Securities.




None




Item
4.   Submission of Matters to a Vote of Security Holders.




None.




Item
5.   Other Information.




None




Item
6.   Exhibits and Reports of Form 8-K.




(a)           Exhibits




31.1 Certifications of Chief Executive Officer pursuant to Section 302 of
Sarbanes Oxley Act of 2002




31.2 Certifications of Chief Financial Officer pursuant to Section 302 of
Sarbanes Oxley Act of 2002




32.1 Certifications of Chief Executive Officer pursuant to Section 906 of
Sarbanes Oxley Act of 2002




32.2
Certifications of Chief Financial Officer pursuant to Section 906 of
Sarbanes Oxley Act of 2002




(b)          Reports
of Form 8-K




None.




9














SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




Signature
                  Title
                  Date/s/
      Jordan Starkman
                  President,
      Chief Executive Officer
                    Chairman
      of the Board of Directors
                    Chief
      Financial Officer, Controller,
                    Principal
      Accounting Officer
                  January
      14, 2009













10