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, 2009





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.)





3651
Lindell Rd. Suite D155


Las
Vegas, NV, 89103


(Address
of Principal Executive Offices)


_______________





1-800-854-7970


(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o 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 o  No
x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of January 19, 2010: 719,000 shares of common stock.













PAY
BY THE DAY





FORM
10-Q





November
30, 2009





INDEX





PART
I-- FINANCIAL INFORMATION





Item
      1.
            Financial
      Statements
            F-Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition
            1Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            3Item
      4T
            Control
      and Procedures
            3





PART
II-- OTHER INFORMATION





Item
      1
            Legal
      Proceedings
            5Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            5Item
      3.
            Defaults
      Upon Senior Securities
            5Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            5Item
      5.
            Other
      Information
            5Item
      6.
            Exhibits
      and Reports on Form 8-K
            5





SIGNATURE











Item 1.
Financial Statements








PAY
BY THE DAY HOLDINGS, INC. AND SUBSIDIARY





(A
Development Stage Company)














CONSOLIDATED
FINANCIAL STATEMENTS


Unaudited
- See Review Engagement Report





30
November 2009





INDEX TO FINANCIAL
STATEMENTS





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

















Item 1.
Financial Statements
















PAY
BY THE DAY HOLDINGS, INC. AND SUBSIDIARY


(A
Development Stage Company)




CONSOLIDATED
FINANCIAL STATEMENTS




Unaudited




30
NOVEMBER 2009




F-1


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




CONSOLIDATED
BALANCE SHEETS




AS
AT




(Expressed
in United States Dollars)




(Unaudited)




30
      November
                2009
                (Unaudited)
              
              
              31
      August
                2009
                (Audited)ASSETSCurrent
      AssetsCash
              
              $
              -
              
              
              $
              33Available-for-sale
      securities, at fair value (cost - $5,405)
              
              
              15
              
              
              
              15Total
      Current Assets
              
              
              15
              
              
              
              48Long
      Term AssetsDeferred
      offering costs
              
              
              120,000
              
              
              
              -Equipment
              
              
              5,262
              
              
              
              5,982Total
      Long Term Assets
              
              
              125,262
              
              
              
              5,982Total
      Assets
              
              $
              125,277
              
              
              $
              6,030
 LIABILITIES
AND STOCKHOLDERS' DEFICIT
 Current
      LiabilitiesBank
      indebtedness
              
              $
              1
              
              
              $
              -Accounts
      payable and accrued liabilities
              
              
              57,427
              
              
              
              55,788Convertible
      note payable, including accrued interest of $1,795
              
              
              121,795
              
              
              
              -Advances
      from stockholder
              
              
              1,179
              
              
              
              693Advances
      from related party
              
              
              16,683
              
              
              
              136,683Total
      Liabilities
              
              
              197,085
              
              
              
              193,164
 Stockholders'
Deficit
 Capital
      stock, $0.001 par
      value; Authorized 100,000,000; Issued and outstanding
      719,000  (31 August 2009 - 719,000)
              
              
              719
              
              
              
              719Additional
      paid-in capital
              
              
              206,431
              
              
              
              86,431Accumulated
      other comprehensive loss
              
              
              (8,544
              )
              
              
              (7,456
              )Deficit
      accumulated during the development stage
              
              
              (270,414
              )
              
              
              (266,828
              )Total
      Stockholders' Deficit
              
              
              (71,808
              )
              
              
              (187,134
              )Total
      Liabilities and Stockholders' Deficit
              
              $
              125,277
              
              
              $
              6,030


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)




(Unaudited)




For
      the Three Months Ended 30 November 2009
              
              
              For
      the Three Months Ended 30 November 2008
              
              
              For
      the Period from Inception (5 June 2003) to 30
      November 2009SALES
              
              
              825
              
              
              
              460
              
              
              
              380,864COST
      OF GOODS SOLD
              
              
              394
              
              
              
              439
              
              
              
              263,978GROSS
      PROFIT
              
              
              431
              
              
              
              21
              
              
              
              116,886EXPENSESInterest
      and bank charges
              
              
              1,852
              
              
              
              93
              
              
              
              18,409Telecommunications
              
              
              1,002
              
              
              
              1,204
              
              
              
              32,693Professional
      fees
              
              
              225
              
              
              
              32,520
              
              
              
              267,021Office
      and general
              
              
              185
              
              
              
              1,616
              
              
              
              33,752Advertising
      and promotion
              
              
              38
              
              
              
              931
              
              
              
              31,961Vehicle
              
              
              -
              
              
              
              177
              
              
              
              987Rent
              
              
              -
              
              
              
              -
              
              
              
              27,682Bad
      debts
              
              
              -
              
              
              
              -
              
              
              
              9,774Depreciation
              
              
              721
              
              
              
              361
              
              
              
              15,350TOTAL
      OPERATING EXPENSES
              
              
              4,023
              
              
              
              36,902
              
              
              
              437,629LOSS
      FROM OPERATIONS
              
              
              (3,592
              )
              
              
              (36,881
              )
              
              
              (320,743
              )Foreign
      exchange (loss) gain
              
              
              -
              
              
              
              (2,029
              )
              
              
              19,060Interest
      income
              
              
              -
              
              
              
              4
              
              
              
              11,821Realized
      gain on disposal of available-for-sale securities
              
              
              -
              
              
              
              -
              
              
              
              3,078Gain
      on extinguishment of debt
              
              
              -
              
              
              
              -
              
              
              
              19,126Loss
      on disposal of assets
              
              
              -
              
              
              
              -
              
              
              
              (2,762
              )NET
      LOSS
              
              $
              (3,592
              )
              
              $
              (38,906
              )
              
              $
              (270,420
              )Foreign
      currency translation adjustment
              
              
              (1,087
              )
              
              
              22,253
              
              
              
              (3,739
              )Unrealized
      loss on available-for-sale securities, net of tax
              
              
              -
              
              
              
              (11
              )
              
              
              (4,809
              )COMPREHENSIVE
      LOSS
              
              $
              (4,679
              )
              
              $
              (16,664
              )
              
              $
              (278,968
              )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
              
              $
              (0.01
              )
              
              $
              (0.06
              )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
              
              
              719,000
              
              
              
              619,000




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 CASH FLOWS




(Expressed
in United States Dollars)




(Unaudited)




For
      the Three Months Ended 30 November
    2009
            
            
            For
      the Three Months Ended 30 November 2008
            
            
            For
      the Period from Inception (5 June 2003) to 30 November
    2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (3,592
            )
            
            $
            (38,906
            )
            
            $
            (270,420
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
            
            
            721
            
            
            
            361
            
            
            
            15,350Loss
      on disposal of assets
            
            
            -
            
            
            
            -
            
            
            
            2,762Issuance
      of common stock for services
            
            
            -
            
            
            
            -
            
            
            
            51,000Accrued
      interest on convertible note payable
            
            
            1,795
            
            
            
            -
            
            
            
            1,795Changes
      in operating assets and liabilities:Prepaid
      and sundry assets
            
            
            -
            
            
            
            1,262
            
            
            
            -Accounts
      payable and accrued liabilities
            
            
            1,643
            
            
            
            3,884
            
            
            
            57,432CASH
      FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            567
            
            
            
            (33,399
            )
            
            
            (142,081
            )CASH
      FLOWS FROM INVESTING ACTIVITIESAvailable-for-sale
      securities
            
            
            -
            
            
            
            -
            
            
            
            (15
            )Disposition
      of equipment
            
            
            -
            
            
            
            -
            
            
            
            4,462Acquisition
      of equipment
            
            
            -
            
            
            
            -
            
            
            
            (27,835
            )CASH
      FLOWS USED IN INVESTING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            (23,388
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from bank indebtedness
            
            
            1
            
            
            
            -
            
            
            
            1Advances
      from stockholder
            
            
            486
            
            
            
            13,731
            
            
            
            1,179Advances
      from (to) related parties
            
            
            
            
            
            
            (2,573
            )
            
            
            136,683Issuance
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            36,150CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            487
            
            
            
            11,158
            
            
            
            174,013




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 30 NOVEMBER
2009
  (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
stockholders of PBDC received 80% ownership of PBTD and the remaining 20% of
PBTD was already held by the sole stockholder 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 2009 are not necessarily indicative of the results that may be expected
for the year ending 31 August 2010.  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 2009.







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 30 NOVEMBER
2009
  (Expressed
in United States Dollars)
 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 is 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.
            RECENT
      ACCOUNTING PRONOUNCEMENTS





In June
2009 the Financial Accounting Standards Board (“FASB”) issued statement No. 168,
The FASB Accounting Standards Codification and The Hierarchy of Generally
Accepted Accounting Principles. The Codification became the source of
authoritative generally accepted accounting principles (“GAAP”) recognized by
the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants. The Codification supersedes all
existing non-SEC accounting and reporting standards. All other nongrandfathered
non-SEC accounting literature not included in the Codification is
nonauthoritative. GAAP is not intended to be changed as a result of this
statement, but will change the way the guidance is organized and presented.
During the current quarter, the Company has implemented the Codification in the
consolidated financial statements by providing references to the Accounting
Standards Codification (“ASC”) topics.




5.
              DEFERRED
      OFFERING COSTS


The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed.  At the time of the
completion of the offering, the costs are charged against the capital
raised.  Should the offering be terminated, deferred offering costs
are charged to operations during the period in which the offering is
terminated.




6.
            CONVERTIBLE
      NOTE PAYABLE




In September
2009 the Company issued a one year $120,000 convertible note payable in exchange
for future services relating to raising financing for the Company, accordingly
these amounts have been recorded as deferred offering costs.  The
convertible note payable matures in twelve months, is unsecured, bears interest
at 6% per annum and interest accrues and is payable in cash upon maturity or
repayment of the principal prior to the date of maturity, provided that the
elected conversion to common shares does not occur. At any time or times on or
before 1 September 2010, the note holder shall be entitled to convert any
portion of the outstanding and unpaid amount into fully paid and nonassessable
shares of common stock at a conversion price of $0.20 per common share.


7.
            ADVANCES
      FROM STOCKHOLDER




The
advances from stockholder were from the sole director and stockholder, Jordan
Starkman.  The amount as at 30 November 2009 of $1,179 (31 August 2009
- $693) is non-interest bearing, unsecured and is due on demand.  The
carrying value of the advances approximates the market value due to the
short-term maturity of the financial instruments.






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 30 NOVEMBER
2009
  (Expressed
in United States Dollars)


8.
            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:




In September
2009, Health Advance Corp., which is controlled by Jordan Starkman, the sole
director of PBTD, waived repayment of $120,000 of the advances. As a result, the
advances were reallocated to additional paid-in capital.




Advances
from a related company controlled by Jordan Starkman, the sole director of PBTD
as at 30 November 2009 were $16,683 (31 August 2009 - $136,683). These advances
are non interest bearing, unsecured and are due on demand.





9.    
SUPPLEMENTAL CASH FLOW INFORMATION





During
the periods ended 30 November 2009 and 2008 and the period from inception to 30
November 2009, there were no interest or taxes paid by the Company.




F-7





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





Plan of
Operation





The  promotion
of PBTD CreditPlus is contingent upon  if we can successfully obtain
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.





We  plan
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 us 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 our 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 an 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 we
have 1st payment recourse on “B” credit deals. Once the customer has made there
1st payment, we are 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 are not related to any of our service providers except for the
relationships described.





Our
business operation relies upon a third party service provider to approve for
credit and finance our customer’s purchases. If we encounter difficulty in
obtaining customer credit approvals for financing, the company’s business will
suffer. Due to our difficulty in obtaining credit approvals, we have reached an
agreement with Tanner Financial Services Inc. in July 2008 to accept and process
our 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
third 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 our
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.


1




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.  We have limited
our exposure and risk in case of default by the customer, and there is limited
capital required to finance these purchases.  As we raise
additional capital, we 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 November 30, 2009, we had $380,864 in revenue.
Cost of goods sold and operating expenses for the period from inception totaled
$263,978 and $437,629 respectively and our loss from operations was
$320,743 and our net loss was $270,420.
 
 Revenue
for the three months period ended November 30, 2009 was $825 compared to $460
for the three months period ended November 30, 2008. The revenue was generated
from the sale of computer and consumer electronics financed through a third
party service provider and financed by us.


Operating
expenses for the three months period ended November 30, 2009 were
$4,023 compared to $36,902 for the three months period ended November 30,
2008. The decrease in operating expenses during the period ended November 30,
2009 compared to the period ended November 30, 2008 is primarily attributed to
professional fees. Professional fees for the period ended November 30, 2009 were
$225 and $32,520 for the period ended November 30, 2008. These fees paid in the
three months ended November 30,2008 were attributable to legal, accounting,
consulting, and auditing services related to our listing process and quarterly
filings.





Net loss
was $3,592 for the period ended November 30, 2009 and $38,906 for period ended
November 30, 2008. The decrease in operating expenses, specifically professional
fees during the period ended November 30, 2009 was the main contributing factor
for the decreased 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 our internal financing
program.  The profit is generated from the margins on the products
sold.  We charge 0% interest on our internal financing and CreditPlus
card, and we do not have any interest charges revenue.  Service fees
revenue from our CreditPlus Card is nil.  We expect to generate
service fees revenue once our CreditPlus advertising campaign
begins.





We have
experienced a dramatic decrease in sales from fiscal year August 31, 2005 to
November 30, 2009.  Our 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 our
third 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 we will be able to continue to finance customer‘s purchases
through our third party service provider. We may have to enter into additional
agreements with multiple third party finance providers, or increase the number
of transactions financed internally. Our decrease in sales from inception to
date is also attributed to the lack of advertising dollars to fully market the
us and our 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 our profit
margins.





Liquidity and Capital
Resources





As of
November 30, 2009 we had bank indebtedness of $1.





The
initial use of proceeds from our 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. We raised approximately
$26,000 from our intended maximum offering of $100,000 and exercised our right
to reassess and reassign our intended use of funds. We have has allocated almost
all of our capital raised for legal and accounting/auditor expenses related to
the offering and the listing process.





2




We are
currently seeking funding for our planned expansion and  would like to
raise a minimum of $200,000  in order to aggressively promote and
advertise our brand and 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 our 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 our 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 $25,000. The $25,000 will be
financed through our anticipated sales of approximately $10,000 plus if needed,
an advance from our 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





We are
subject to certain market risks, including changes in interest rates and
currency exchange rates.  We do 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
President, Chief Executive Officer Chairman of the Board of Directors, Chief
Financial Officer, Controller, Principal Accounting Officer (the “Certifying
Officer”) we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) under the
Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that
evaluation, the Certifying Officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures were not
effective. We identified material weaknesses discussed below in the Report of
management on internal control over financial reporting.





3







Report
of Management on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) under the
Exchange Act. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles. Our internal control over
financial reporting includes 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 our assets;





(ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and
directors;





and




(iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





Management
conducted an evaluation of the effectiveness of our 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. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement to the Company's annual or
interim financial statements will not be prevented or detected.





In the
course of management's assessment, we have identified the following material
weaknesses in internal control over financial reporting:




-   Segregation
of Duties – As a result of limited resources, we did not maintain proper
segregation of incompatible duties. Namely the lack of an audit committee, an
understaffed financial and accounting function, and the need for additional
personnel to prepare and analyze financial information in a timely manner and to
allow review and on-going monitoring and enhancement of our controls. The effect
of the lack of segregation of duties potentially affects multiple processes and
procedures.





-   Maintenance
of Current Accounting Records – This weakness specifically affects the payments
and purchase cycle and therefore we failed to maintain effective internal
controls over the completeness and cut off of accounts payable, expenses and
other capital transactions.




-   Application
of GAAP – We did not maintain effective internal controls relating to the
application of generally accepted accounting principles in accounting for
transactions in a foreign currency.





We are in
the continuous process of improving our internal control over financial
reporting in an effort to eliminate these material weaknesses through improved
supervision and training of our staff, but additional effort is needed to fully
remedy these deficiencies. Management has engaged a consultant to assist with
the financial reporting process in an effort to mitigate some of the identified
weaknesses. The Company is still in its development stage and intends on hiring
the necessary staff to address the weaknesses once full operations have
commenced.





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
interim 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 interim report.


Changes in internal
controls




We have
not made any changes to our internal controls subsequent to the Evaluation
Date.





4








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 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of Sarbanes Oxley Act of 2002





32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of Sarbanes Oxley Act of 2002





(b)          Reports
of Form 8-K





None.





5





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
            January
      19, 2010Chairman
      of the Board of Directors
              Chief
      Financial Officer, Controller,
              Principal
      Accounting Officer