Schedule 14A
                                 (Rule 14a-101)

             INFORMATION REQUIRED IN CONSENT SOLICITATION STATEMENT
                            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

   Consent solicitation statement
(Rule 14a-101)
Amendment 1

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
xPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
oDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12
PAID, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies: 
(2)
Aggregate number of securities to which transaction applies: 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 
(4)
Proposed maximum aggregate value of transaction: 
(5)
Total fee paid: 
o
Fee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)
Amount Previously Paid: 
(2)
Form, Schedule or Registration Statement No.: 
(3)
Filing Party: 
(4)
Date Filed:
PAID, INC.
200 Friberg Parkway, Suite 4004
Westborough, Massachusetts 01581
(617) 861-6050
___________

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on October 8, 2014
___________
To the Registrant |X|

Filed byStockholders of PAID, Inc.
NOTICE IS HEREBY GIVEN that a Party other than the Registrant |_|

Check the appropriate box:

   |_| Preliminary Consent solicitation statement

   |X| Definitive Consent solicitation statement

   |_| Definitive Additional Materials

   |_| Soliciting Material Under Rule 14a-12

   |_| Confidential, For UseSpecial Meeting of the Commission
       Only (as permitted by Rule 14a-6(e)(2))

                            SALES ONLINE DIRECT, INC.
                (NameStockholders of Registrant As Specified In Its Charter)

 ------------------------------------------------------------------------------
  (Name of Person(s) Filing Consent solicitation statement, if Other Than the
                                  Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11

(1)   Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2)   Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3)   Per unit price or other underlying value of transaction computed pursuant
      to Exchange Act Rule 0-11 (set forth in the amount on which the filing fee
      is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4)   Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5)   Total fee paid:

- --------------------------------------------------------------------------------

|_|   Fee paid previously with preliminary materials.

|_|   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the form or schedule and the date of its filing.

(1)   Amount Previously Paid:

- --------------------------------------------------------------------------------



(2)   Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3)   Filing Party:

- --------------------------------------------------------------------------------

(4)   Date Filed:

- --------------------------------------------------------------------------------



                            SALES ONLINE DIRECT,PAID, Inc.
                                4 Brussels Street
                         Worcester, Massachusetts 01610

                            SOLICITATION OF CONSENTS

TO THE STOCKHOLDERS OF SALES ONLINE DIRECT, INC.:

      The Board of Directors of Sales Online Direct, Inc. (the "Company")
requests your consent in writing, without, a meeting, to the following proposals:

      1.    To consider and approve an amendment to the Company's Certificate of
            Incorporation to change the name of the Company to Paid, Inc.;

      2.    To consider and approve an amendment to the Company's Certificate of
            Incorporation to effect a reverse stock split of all of the
            outstanding shares of capital stock of the Company at a ratio of
            one-for-six, to be effective at any time prior to 12 months after
            the date of stockholder approval, in the discretion of the Board of
            Directors; and

      3.    To consider and approve the Company's 2002 Stock Option Plan.

      No meeting of stockholdersDelaware corporation, will be held at 1800 West Park Drive, Suite 400, Westborough, Massachusetts 01581, on Wednesday, October 8, 2014, at 10:00 a.m., local time, for the following purposes, as more fully described in connection withthe Proxy Statement accompanying this Consent
Solicitation because this Consent Solicitation is in lieunotice:
1.To approve an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000;
2.To approve an amendment to the Company’s Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock;
3.To approve an amendment to the Company’s Certificate of Incorporation to make effective a reverse stock split at a range of 1 for 10 through 1 for 50 and to reduce the number of authorized shares of the Company’s common stock, subject to the Board of Director’s discretion;
4.To ratify the selection of KMJ Corbin & Company LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2014;
5.To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies with respect to Proposals 1, 2 and 3.
Stockholders who owned shares of a special meeting
of stockholders. The attached Consent Solicitation Statement is provided to you
pursuant to Rule 14a-3 under the Securities Exchange Act of 1934. Please read
the Consent Solicitation Statement thoroughly. YOUR BOARD OF DIRECTORS HAS
UNANIMOUSLY APPROVED EACH OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU
CONSENT TO EACH PROPOSAL.

      Only holders of record ofour common stock of the Company as ofat the close of business on August 28, 2003 (the "Record Date")11, 2014 are entitled to receive notice of, attend and vote at the accompanying Consent SolicitationSpecial Meeting and any adjournment or postponement thereof. A complete list of these stockholders will be available at our corporate offices listed above during regular business hours for the ten days prior to the Special Meeting.
Your vote is important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible. If you received notice of how to access the proxy materials over the Internet, a proxy card was not sent to you, but you may vote by telephone or online. If you received a proxy card and other proxy materials by mail, you may vote by mailing a completed proxy card, by telephone or over the Internet. For specific voting instructions, please refer to the information provided in the following Proxy Statement, and Consent andtogether with your proxy card or the voting instructions you receive by e-mail or that are provided via the Internet.
By Order of the Board of Directors,
/s/ W. Austin Lewis IV
W. Austin Lewis IV
President
Westborough, Massachusetts
August ___, 2014
PAID, INC.
200 Friberg Parkway, Suite 4004
Westborough, Massachusetts 01581
(617) 861-6050
 ___________________
PROXY STATEMENT
 ___________________
For the Special Meeting of Stockholders to consent to eachbe held on October 8, 2014
Your proxy is being solicited on behalf of the proposals. Each stockholder is urged to sign, date, and mail the
accompanying Consent as promptly as possible in the enclosed self-addressed
envelope.

                                         BY ORDER OF THE BOARD OF DIRECTORS,

                                         Gregory Rotman
                                         President

September 5, 2003
Worcester, Massachusetts

                        Your Consent is Important to Us

It is important that all of your shares are represented. To ensure that your
consent is counted, please complete, sign and date the enclosed consent as
promptly as possible and mail it in the enclosed envelope. You may revoke in
writing any consent that you give at any time before the consent is used by the
Company. If you have any questions, please contact Gregory Rotman, President, at
(508) 791-6710.



       THIS CONSENT SOLICITATION STATEMENT IS BEING PROVIDED TO YOU BY THE
                            MANAGEMENT OF THE COMPANY

                            SALES ONLINE DIRECT, Inc.
                                4 Brussels Street
                         Worcester, Massachusetts 01610

                         CONSENT SOLICITATION STATEMENT

      The Board of Directors (the “Board”) of Sales Online Direct,PAID, Inc., a Delaware corporation, for use at the Special Meeting of Stockholders (the "Company"“Special Meeting”) hereby
requests consent fromto be held at 10:00 a.m. local time on October 8, 2014 (the “Record Date”), or at any adjournment or postponement thereof, for the holderspurposes set forth in this Proxy Statement. The Special Meeting will be held at the law offices of the Company's common stock. Please indicate
your consent by SIGNING, DATING and MAILING the enclosed consent ("Consent")
using the enclosed envelope.

      This Consent Solicitation Statement and the accompanying form of ConsentMirick O’Connell, 1800 West Park Drive, Suite 400, Westborough, Massachusetts 01581.
These proxy materials are first being mailedprovided on or about September 5, 2003August __, 2014 to holdersall stockholders as of the record ofdate, August 11, 2014. Stockholders who owned our common stock as ofat the close of business on August 28, 2003 (the "Record Date").

      Requests for information regarding this Consent Solicitation Statement may
be directed to the attention of Gregory Rotman, President, at (508) 791-6710 or
delivered in writing to the Company at its principal executive office located at
4 Brussels Street, Worcester, MA 01610.

      As part of this Consent Solicitation Statement, the Board of Directors of
the Company asks the holders of record to (1) consider and approve an amendment
to the Company's Certificate of Incorporation to change the name of the Company
to Paid, Inc. ("Proposal 1"); (2) consider and approve an amendment to the
Company's Certificate of Incorporation to effect a reverse stock split of all of
the outstanding shares of capital stock of the Company at a ratio of one-for-six
("Proposal 2"); and (3) consider and approve the Company's 2002 Stock Option
Plan ("Proposal 3"). To be approved, Proposals 1 and 2 require the consent of
persons holding not less than a majority of the issued and outstanding common
stock on the Record Date, and Proposal 3 requires the consent of persons holding
a majority of shares voting in which a has voted.

                SOLICITATION, VOTING AND REVOCABILITY OF CONSENTS

      As of the Record Date, the Company had 152,890,371 shares of common stock
issued and outstanding. Only holders of record of common stock as of the close
of business on the Record Date11, 2014 are entitled to consent to eachreceive notice of, attend and vote at the proposals.
Each shareSpecial Meeting. On the record date, there were 328,874,050 shares of our common stock outstanding.
All proxies will be voted in accordance with the instructions contained on those proxies, and if no choice is entitled to one vote. The sharesspecified, the proxies will be voted in favor of common stock
for which properly executed Consentseach matter set forth in the accompanying form are received will,
if no contrary instruction is received, be deemed submitted FOR eachNotice of the
proposals.

      SECTION 228(c) OF THE DELAWARE GENERAL CORPORATION LAW ("DGCL") REQUIRES
THAT EACH CONSENT HAVE A DATED SIGNATURE OF EACH STOCKHOLDER WHO SIGNS THE
CONSENT. AN UNDATED CONSENT CANNOT BE COUNTED. In addition, under DGCL Section
228(c), none of the Consents will be effective to approve any of the proposals
unless Consents from holders of record on the Record Date owning the minimum
number of shares required to approve such proposal have been received within the
60-day period following the first dated Consent which is received with respect
to such proposal (the "Consent Solicitation Period"). The Consent providedMeeting. Any proxy may be executedrevoked by the record holder or pursuant to authority given by the written
proxy of any record holder.


                                       2


      Any Consent given pursuant to this solicitation is considered revocable by
the person giving ita stockholder at any time before it is usedexercised by delivery of written revocation to our corporate secretary.
References to the “Company,” “PAID,” “our,” “us” or “we” mean PAID, Inc.
VOTING AND RELATED MATTERS
Voting Procedures
As a stockholder of PAID, you have a right to vote on certain business matters affecting us. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are discussed below. Each share of our common stock you owned as of the record date entitles you to one vote on each proposal presented at the Special Meeting.
Electronic Delivery of Proxy Materials
Under rules adopted by the Company. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about August __, 2014, we sent our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability containing instructions on how to access our proxy materials on the Internet. The Notice of Internet Availability also instructs stockholders on how they can vote over the Internet or by telephone.
If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
Methods of Voting
You may vote over the Internet, by telephone, by mail or in person at the Special Meeting.
Voting over the Internet. You can vote via the Internet. The website address for Internet voting and the instructions for voting are provided on your Notice or proxy card. You will need to use the control number appearing on your Notice or proxy card to vote via the Internet. If you vote via the Internet you do not need to vote by telephone or return a proxy card.
Voting by Telephone.  You can vote by telephone by calling the toll-free telephone number provided on your proxy card. You will need to use the control number appearing on your Notice or proxy card to vote by telephone. If you vote by telephone you do not need to vote over the Internet or return a proxy card.
Voting by Mail.  If you received a printed proxy card, you can vote by marking, dating and signing it, and returning it in the postage-paid envelope provided. You may also download the form of proxy card off the Internet and mail it to us. Please promptly mail your proxy card to ensure that it is received prior to the earlierclosing of the date on whichpolls at the Company has received Consents from persons
holdingSpecial Meeting.
Voting in Person at the minimum numberMeeting. If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record, and you have the right to vote in person at the Special Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares.
Revoking Your Proxy
You may revoke your proxy at any time before it is voted at the Special Meeting. To do this, you must:
·enter a new vote over the Internet or by telephone, or by signing and returning a replacement proxy card;
·provide written notice of the revocation to our Corporate Secretary at our principal executive offices, which are located at 200 Friberg Parkway, Suite 4004, Westborough, MA 01581; or
·attend the Special Meeting and vote in person.
Quorum and Voting Requirements To Approve Each Proposal
Stockholders of record at the close of business on August 11, 2014 are entitled to receive notice and vote at the meeting. On the record date, there were 328,874,050 issued and outstanding shares of our common stock. Each holder of our common stock voting at the meeting, either in person or by proxy, may cast one vote per share of common stock requiredheld on all matters to approve anybe voted on at the meeting. Holders of our preferred stock do not have voting rights at the proposalsmeeting.
The presence, in person or the endby proxy, of the Consent Solicitation Period, the Company
receives a written notice of revocation of a Consent or receives a duly executed
Consent bearing a later date, any earlier dated consent will be revoked. Upon
approval by holders of a majority of the outstanding shares of common stock entitled to vote constitutes a quorum for the transaction of business at the meeting. Assuming that a quorum is present, the following table summarizes the voting requirements to approve each proposal:
ProposalVote Required
Broker Discretionary
Voting Allowed
Proposal 1 - To approve an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000.A majority of the outstanding shares of common stock.Yes
Proposal 2 - To approve an amendment to the Company’s Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock.A majority of the outstanding shares of common stock. No
Proposal 3 - To approve an amendment to the Company’s Certificate of Incorporation to make effective a reverse stock split at a range of 1 for 10 through 1 for 50 and to reduce the number of authorized shares of the Company’s common stock, subject to the Board of Director’s discretion.A majority of the outstanding shares of common stock.Yes
Proposal 4 - To ratify the selection of KMJ Corbin & Company LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2014.The affirmative vote of a majority of the votes cast at the Special Meeting.Yes
Proposal 5 - To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies with respect to Proposals 1, 2 and 3.The affirmative vote of a majority of the votes cast at the Special Meeting.Yes
Votes cast by proxy or in person at the meeting will be tabulated by the election inspectors appointed for the meeting. Such inspectors will also determine whether a quorum is present. The election inspectors will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the stockholders for a vote. Accordingly, abstentions will have the same effect as a vote “AGAINST” Proposal 1, Proposal 2 and Proposal 3. Abstentions will have no effect on whether Proposal 4 or Proposal 5 is approved at the Special Meeting.
If your shares are held in street name and you do not instruct your broker on how to vote your shares, your brokerage firm, in its discretion, is permitted to either leave your shares unvoted or vote your shares on matters that are considered routine. Proposal 1, Proposal 3, Proposal 4 and Proposal 5 are considered routine matters. Proposal 2 is considered a non-routine matter. Consequently, without your voting instructions, your brokerage firm (i) will not be able to vote your shares on Proposal 2, but (ii) will be able to vote your shares on Proposal 1, Proposal 3, Proposal 4 and Proposal 5. These unvoted shares, called “broker non-votes,” refer to shares held by brokers who have not received voting instructions from their clients and who do not have discretionary authority to vote on non-routine matters. Broker non-votes will not be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.
Assuming that a quorum is present, broker non-votes (i) will have the same effect as a vote “AGAINST” Proposal 1, Proposal 2 and Proposal 3; and (ii) will have no effect on whether Proposal 4 or Proposal 5 is approved at the Special Meeting.
Voting of Proxies
When a proxy is properly executed and returned, the shares it represents will be voted at the Special Meeting as directed. If no specification is indicated, the shares will be voted:
(1)“FOR” Proposal 1 to approve an Amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000;
(2)“FOR” Proposal 2 to approve an amendment to the Company’s Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock;
(3)“FOR” Proposal 3 to approve an amendment to the Company’s Certificate of Incorporation to make effective a reverse stock split at a range of 1 for 10 through 1 for 50 and to reduce the number of authorized shares of the Company’s common stock, subject to the Board’s discretion;   
(4)“FOR” Proposal 4 to ratify the selection of KMJ Corbin & Company LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2014; and
(5)“FOR” Proposal 5 to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies with respect to Proposals 1, 2 and 3.
If your shares are held in street name and you do not instruct your broker on how to vote your shares, your brokerage firm, in its discretion, may either leave your shares unvoted or vote your shares on matters which are considered routine. Proposal 1, Proposal 3, Proposal 4 and Proposal 5 are routine matters; Proposal 2 is not a routine matter. Consequently, without your voting instructions, your brokerage firm (i) will be able to vote your shares at the Special Meeting on Proposal 1, Proposal 3, Proposal 4 and Proposal 5 but (ii) will not be able to vote your shares at the Special Meeting on Proposal 2.
Voting Confidentiality
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law.
Voting Results
Voting results will be announced at the Special Meeting and published in a Form 8-K to be filed within four business days after the Special Meeting. 
Householding of Proxy Materials
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and related materials. This means that only one copy of our proxy statement and related materials may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of these proxy materials to any stockholder upon written or oral request to our Corporate Secretary by mail at 200 Friberg Parkway, Suite 4004, Westborough, MA 01581 or by phone at (617) 861-6050.
Any stockholder who wants to receive separate copies of proxy materials in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact that stockholder's bank, broker, or other nominee record holder, or that stockholder may contact us at the above address and phone number.
Proxy Solicitation
We will bear the cost of this solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by our directors, officers or employees, personally, or by mail, facsimile, telephone, messenger or via the Internet, without additional compensation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the management of the Company the following table sets forth the beneficial ownership of our common stock as of the Record Date the Company shall promptly notify the stockholders who have not
consented to the action taken in accordance with Delaware law.

      The Company will bear the cost of the solicitationAugust 11, 2014 of Consents by the
Boardeach of Directors. The Company may use the services of itsour directors and executive officers, and all of our directors to solicit consents from stockholders in person and by mail,
telephone and facsimile. Arrangements may also be made with brokers,
fiduciaries, custodians and nominees to send Consents, Consent Solicitation
Statementsexecutive officers as a group, and other materialbeneficial owners holding more than five percent of the Company’s issued and outstanding shares.
Name of Beneficial Owner Amount and
Nature of
Beneficial
Ownership		  Percent of
Class (3)		 
W. Austin Lewis, IV  37,689,145(1)  11.55%
Terry Fokas  0   0%
Andrew Pilaro  2,568,700(2)  0.79%
All directors and executive officers as a group (3 individuals)  40,257,845   12.34%
(1)Included are options to purchase 12,000,000 shares of the Company’s common stock and shares held for the following funds for which W. Austin Lewis, IV is the General Partner, 23,549,960 by Lewis Opportunity Fund, L.P. and 1,612,685 shares by LAM Waiting Game Fund LTD.
(2)Includes 17,200 shares held indirectly as custodian for Mr. Pilaro's minor sons and options to purchase 2,500,000 shares of the Company's common stock all of which are vested.
(3)Percentages are calculated on the basis of the amount of outstanding securities plus for such person or group, any securities that person or group has the right to acquire within 60 days.
To the knowledge of the management of the Company, based solely on our review of SEC filings, no other stockholder is the beneficial ownersowner of more than five percent of the Company'sCompany’s common stock held of record by such persons, and the Company may reimburse them for
reasonable out-of-pocket expenses incurred by them in so doing.stock.
PROPOSAL 1
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO CHANGEINCREASE
AUTHORIZED SHARES OF COMMON STOCK FROM 350,000,000 TO 550,000,000
Our Board of Directors has approved, subject to stockholder approval, an amendment to our Certificate of Incorporation (the “Common Shares Increase Amendment”) to increase the number of authorized shares of the Company’s common stock from 350,000,000 to 550,000,000.
If the Common Shares Increase Amendment is approved by our stockholders at the Special Meeting, we intend to file the Common Shares Increase Amendment with the Secretary of State of Delaware, substantially in the form of Appendix A hereto (provided that, if both the Common Shares Increase Amendment and the Blank Check Preferred Amendment (see Proposal 2 below) are approved by stockholders at the Special Meeting, we may file a single amendment for both actions) with the Secretary of State of Delaware as soon as practicable following the Special Meeting. The increase in authorized shares of common stock under the Common Shares Increase Amendment will be effective upon filing with the Secretary of State of Delaware.
Outstanding Shares and Purpose of the Proposal
 Our Certificate of Incorporation currently authorizes us to issue a maximum of 350,000,000 shares of common stock, par value $0.001 per share. Our issued and outstanding securities, as of August 11, 2014, on a fully diluted basis, are as follows:
·328,874,050 shares of common stock; and
·Stock options convertible into 19,250,000 shares of common stock at an average exercise price of $0.095 per share.
The Board believes that the increase in authorized shares of common stock will provide the Company greater flexibility with respect to the Company’s capital structure for purposes including additional equity financings and stock based acquisitions.
Effects of the Increase in Authorized Common Stock
The additional shares of common stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of common stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our common stock, the future issuance of additional shares of common stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing stockholders.
At present, the Board of Directors has no immediate plans to issue the additional shares of common stock to be authorized by the Common Shares Increase Amendment. However, it is possible that some of these additional shares could be used in the future for various other purposes without further stockholder approval, except as such approval may be required in particular cases by our charter documents, applicable law or the rules of any stock exchange or other market on which our securities may then be listed. These purposes may include: raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and expanding the Company’s business or product lines through the acquisition of other businesses or products.
We could also use the additional shares of common stock that will become available pursuant to the Common Shares Increase Amendment to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. Although the proposal to increase the authorized common stock has not been prompted by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that the Common Shares Increase Amendment could facilitate future efforts by us to deter or prevent changes in control of the Company, including transactions in which stockholders of the Company might otherwise receive a premium for their shares over then current market prices. However, the Board of Directors has a fiduciary duty to act in the best interests of the Company's stockholders at all times.
Required Vote
Approval of the Common Shares Increase Amendment requires the receipt of the affirmative vote of a majority of the shares of the Company's common stock issued and outstanding as of the record date.
RECOMMENDATION OF THE COMPANY'S NAME (Proposal 1)BOARD FOR PROPOSAL 1:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE TO APPROVE THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE
COMPANY’S COMMON STOCK FROM 350,000,000 TO 550,000,000
PROPOSAL 2
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO AUTHORIZE
THE ISSUANCE OF UP TO 50,000,000 SHARES OF BLANK CHECK PREFERRED STOCK
Our Board of Directors has approved, subject to stockholder approval, an amendment to our Certificate of Incorporation (the “Blank Check Preferred Amendment”) to authorize the issuance of up to 50,000,000 shares of blank check preferred stock.
If the Blank Check Preferred Amendment is approved by our stockholders at the Special Meeting, we intend to file the Blank Check Preferred Amendment with the Secretary of State of Delaware, substantially in the form of Appendix B hereto (provided that, if both the Common Shares Increase Amendment and the Blank Check Preferred Amendment are approved by stockholders at the Special Meeting, we may file a single amendment for both actions) with the Secretary of State of Delaware as soon as practicable following the Special Meeting.
Outstanding Shares and Purpose of the Proposal
Our Certificate of Incorporation currently authorizes us to issue a maximum of 350,000,000 shares of common stock, par value $0.001 per share. Our issued and outstanding securities, as of August 11, 2014, on a fully diluted basis, are as follows:
·328,874,050 shares of common stock; and
·Stock options convertible into 19,250,000 shares of common stock at an average exercise price of $0.095 per share.
Upon filing with the Delaware Secretary of State, the Blank Check Preferred Amendment will authorize the issuance of up to 50,000,000 shares of preferred stock, $0.001 par value. The Board of Directors will be authorized to fix the designations, rights, preferences, powers and limitations of each series of the preferred stock.
The term "blank check" preferred stock refers to stock which gives the board of directors of a corporation the flexibility to create one or more series of preferred stock, from time to time, and to determine the relative rights, preferences, powers and limitations of each series, including, without limitation: (i) the number of shares in each series, (ii) whether a series will bear dividends and whether dividends will be cumulative, (iii) the dividend rate and the dates of dividend payments, (iv) liquidation preferences and prices, (v) terms of redemption, including timing, rates and prices, (vi) conversion rights, (vii) any sinking fund requirements, (viii) any restrictions on the issuance of additional shares of any class or series, (ix) any voting rights and (x) any other relative, participating, optional or other special rights, preferences, powers, qualifications, limitations or restrictions. Any issuances of preferred stock by the Company will need to be approved the board of directors.
The Board of Directors believes that the authorization of shares of preferred stock is desirable because it will provide the Company with increased flexibility of action to meet future working capital and capital expenditure requirements through equity financings without the delay and expense ordinarily attendant on obtaining further stockholder approvals. The Board of Directors believes that the authorization of blank check preferred stock will improve the Company's ability to attract needed investment capital, as various series of the preferred stock may be customized to meet the needs of any particular transaction or market conditions.
Effects of Blank Check Preferred Amendment on Current Stockholders
The shares of preferred stock to be authorized pursuant to the Blank Check Preferred Amendment could be issued, at the discretion of the Board, for any proper corporate purpose, without further action by the stockholders other than as may be required by applicable law. The Company proposesdoes not currently have any plan or proposal to amendissue any shares of preferred stock. Existing stockholders do not have preemptive rights with respect to future issuance of preferred stock by the Company and their interest in the Company could be diluted by such issuance with respect to any of the following: earnings per share, voting, liquidation rights and book and market value.
The Board of Directors will have the power to issue the shares of preferred stock in one or more classes or series with such preferences and voting rights as the Board of Directors may fix in the resolution providing for the issuance of such shares. The issuance of shares of preferred stock could affect the relative rights of the Company's shares of common stock. Depending upon the exact terms, limitations and relative rights and preferences, if any, of the shares of preferred stock as determined by the Board of Directors at the time of issuance, the holders of shares of preferred stock may be entitled to a higher dividend rate than that paid on the common stock, a prior claim on funds available for the payment of dividends, a fixed preferential payment in the event of liquidation and dissolution of the Company, redemption rights, rights to convert their shares of preferred stock into shares of common stock, and voting rights which would tend to dilute the voting control of the Company by the holders of shares of common stock. Depending on the particular terms of any series of the preferred stock, holders thereof may have significant voting rights and the right to representation on the Company's Board of Directors. In addition, the approval of the holders of shares of preferred stock, voting as a class or as a series, may be required for the taking of certain corporate actions, such as mergers.
The issuance of shares of preferred stock may have the effect of discouraging or thwarting persons seeking to take control of the Company through a tender offer, proxy fight or otherwise or seeking to bring about removal of incumbent management or a corporate transaction such as a merger. For example, the issuance of shares of preferred stock in a public or private sale, merger or in a similar transaction may, depending on the terms of the series of preferred stock dilute the interest of a party seeking to take over the Company. Further, the authorized preferred stock could be used by the Board of Directors for adoption of a stockholder rights plan or "poison pill."
The Blank Check Preferred Amendment was not proposed in response to, or for the purpose of deterring, any current effort to obtain control of the Company or as an anti-takeover measure. It should be noted that any action taken by the Company to discourage an attempt to acquire control of the Company might result in stockholders not being able to participate in any possible premiums which might be obtained in the absence of anti-takeover provisions. Any transaction which may be so discouraged or avoided could be a transaction that the Company's stockholders might consider to be in their best interests. However, the Board of Directors has a fiduciary duty to act in the best interests of the Company's stockholders at all times.
Required Vote
Approval of the Blank Check Preferred Amendment requires the receipt of the affirmative vote of a majority of the shares of the Company's common stock issued and outstanding as of the record date.
RECOMMENDATION OF THE BOARD FOR PROPOSAL 2:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE TO APPROVE THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF
INCORPORATION TO AUTHORIZE THE ISSUANCE OF UP TO 50,000,000 SHARES OF
BLANK CHECK PREFERRED STOCK
PROPOSAL 3
APPROVAL TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT AT A RANGE OF 1 FOR 10 THROUGH 1 FOR 50
AND TO REDUCE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK, SUBJECT TO
THE BOARD’S DISCRETION
The Board has approved, and is hereby soliciting stockholder approval of, an amendment to the Company’s Certificate of Incorporation to changemake effective a reverse stock split of the nameCompany’s common stock at a ratio of not less than one-for-ten and not more than one-for-fifty, subject to the Board’s discretion to determine, without any further action by stockholders, not to proceed with a reverse stock split if it determines that a reverse stock split is no longer in the best interest of the Company from Sales Online Direct, Inc.and its stockholders. The language of the new Article Fourth of the Certificate of Incorporation which would be contained in an amendment is set forth in Appendix C to Paid, Inc.
this Proxy Statement (the “Reverse Stock Split Amendment”). A vote for this Proposal 3 will constitute approval of the Reverse Stock Split Amendment providing for the combination of any whole number of shares of common stock between and including ten and fifty into one share of common stock and will grant the Board the authority to select which of the approved exchange ratios within that range will be implemented. If stockholders approve this proposal, the Board will have the authority, but not the obligation, in its sole discretion and without further action on the part of the stockholders, to select one of the approved reverse stock split ratios and effect the approved reverse stock split by filing the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware at any time after the approval of the Reverse Stock Split Amendment. If the Reverse Stock Split Amendment is approved by stockholders and has not been filed with the Secretary of State of the State of Delaware by the close of business on the first anniversary of the date on which the stockholders approved it, the Board will abandon the Reverse Stock Split Amendment. If the reverse stock split is implemented, the Reverse Stock Split Amendment also would reduce the number of authorized shares of our common stock as set forth below but would not change the par value of a share of our common stock.Except for any changes as a result of the treatment of fractional shares, each stockholder will hold the same percentage of common stock outstanding immediately following the reverse stock split as such stockholder held immediately prior to the reverse stock split.
The Board believes that stockholder approval of Directors considersan exchange ratio range (rather than an exact exchange ratio) provides the Board with maximum flexibility to achieve the purposes of the reverse stock split. If the stockholders approve this Proposal 3, the reverse stock split will be made effective, if at all, only upon a determination by the Board that the reverse stock split is in the Company’s and its stockholders’ best interests at that time. In connection with any determination to make effective the reverse stock split, the Board will set the time for such a split and select a specific ratio within the range. These determinations will be made by the Board with the intention to create the greatest marketability for our common stock based upon prevailing market conditions at that time.
The Board reserves its right to elect to abandon the reverse stock split if it determines, in its sole discretion, that this proposal is no longer in the best interest of the Company and its stockholders.
Purpose of the Reverse Stock Split Amendment
The purpose of the reverse stock split is to increase the per share trading value of the common stock. The Board intends to make effective the proposed changereverse stock split only if it believes that a decrease in the number of shares outstanding is likely to improve the Company's nametrading price for the common stock, and only if the implementation of a reverse stock split is determined by the Board to be in the best interests of the Company and its stockholders. The Board may exercise its discretion not to implement a reverse stock split.
A reverse stock split would allow a broader range of Directors believesinstitutions to invest in the common stock (namely, funds that are prohibited from buying stocks with a price below a certain threshold), potentially increasing the trading volume and liquidity of the common stock. A reverse stock split would also help increase analyst and broker interest in the common stock, as their policies can discourage them from following or recommending companies with lower stock prices. Because of the trading volatility often associated with lower-priced stock, many brokerage houses and institutional investors have adopted internal policies and practices that either prohibit or discourage them from investing in such stocks or recommending them to their customers. Some of those policies and practices may also function to make the processing of trades in lower-priced stocks economically unattractive to brokers.
Impact of the Reverse Stock Split Amendment if Implemented
If approved and effected, the reverse stock split will be realized simultaneously and in the same ratio for all of the common stock. The reverse stock split will affect all holders of the common stock uniformly and will not affect any stockholder’s percentage ownership interest, or voting power, in the Company (subject to the treatment of fractional shares). As described below, holders of common stock otherwise entitled to a fractional share as a result of the reverse stock split will receive a cash payment in lieu of such fractional share. These cash payments will reduce the number of post-reverse stock split holders of the common stock to the extent there are at the time the reverse stock split is made effective, stockholders who would otherwise receive less than one share of common stock after the reverse stock split. In addition, the reverse stock split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).
The principal effects of the Reverse Stock Split Amendment will be that:
•depending on the ratio for the reverse stock split selected by the Board, each ten or fifty shares of common stock owned by a stockholder, or any whole number of shares of common stock between ten and fifty, as determined by the Board, will be combined into one new share of common stock;
•the number of shares of common stock issued and outstanding will be reduced from approximately 330,000,000 to a range of approximately 33,000,000 to 165,000,000, depending upon the reverse stock split ratio selected by the Board;
•the number of authorized shares of common stock will be reduced from 350,000,000 (or 550,000,000 if the Company’s stockholders approve Proposal 2 described in this Proxy Statement) to a range of approximately 7,000,000 (or 11,000,000 if Proposal 1 is approved) to 35,000,000 (or 55,000,000 if Proposal 1 is approved) depending upon the reverse stock split ratio between ten and fifty chosen by the Board;
•based upon the reverse stock split ratio selected by the Board, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible or exchangeable securities entitling the holders thereof to purchase, exchange for, or convert into, shares of common stock, which will result in approximately the same aggregate price being required to be paid for such options and restricted stock awards and units upon exercise immediately preceding the reverse stock split; and
•
the number of shares reserved for issuance or pursuant to the securities or plans described in the immediately preceding bullet will be reduced proportionately based upon the reverse stock split ratio selected by the Board.
If Proposal 1 is Not Approved.
The table below illustrates the effect, as of the Record Date of August 11, 2014 and assuming that Proposal 1 is not approved so that the change will result innumber of authorized shares of  common stock remains at 350,000,000, of a more recognizable corporate
identity, better reflectingreverse stock split at certain ratios on (i) the Company's future plans. If permitted,shares of common stock outstanding; (ii) the new
name will also matchshares of common stock reserved for issuance, (iii) the Company's "PAID"reduced number of total authorized shares of common stock symbol. The new name will also
match an existing registered domain name and website of the Company. The Board
also believes that the name change will enhance marketing capabilities and will
reflect the Company's expanded direction, such as with respect to sales of
online management tools to other online sellers, including a shipping
calculator. If approved, the new name will become effective upon the Company's
filing of the Certificate of Amendment with the Secretary of State of the State
of Delaware. The change in corporate name will be accomplished by amending the
first paragraph of the Company'sunder our Certificate of Incorporation, to read:

      "FIRST: and (iv) the resulting number of shares of common stock available for issuance:
 
Common Shares
Outstanding
Common Shares
Reserved for
Issuance
Total Authorized
Common
Shares
Common Shares Authorized
and Available
(% of total
authorized)
Before Reverse
Stock Split
328,874,05021,000,000350,000,000
125,950
(.359%)
One-for-ten32,887,4052,100,00035,000,000
12,595
(.359%)
One-for-twenty-five13,154,962840,00014,000,000
5,038
(.359%)
One-for-fifty6,577,481420,0007,000,000
2,519
(.359%)
If Proposal 1 is Approved.
The nametable below illustrates the effect, as of the corporationRecord Date of August 11, 2014 and assuming that Proposal 1 is Paid, Inc."

      The Board of Directors has unanimously approved the proposed charter
amendment. The Board of Directors reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, not to
proceed with the change in name of the Company if, at any time prior to filing
the amendment with the Secretary of State of Delaware, the Board of Directors,
in its sole discretion, determinesso that the change in namenumber of authorized shares of designated as common stock is increased to 550,000,000, of a reverse stock split at certain ratios on (i) the Company is no
longer inshares of common stock outstanding; (ii) the best interestsshares of common stock reserved for issuance, (iii) the Company and its stockholders.

      Approval to amend thereduced number of total authorized shares of common stock under our Certificate of Incorporation, and (iv) the resulting number of shares of common stock available for issuance:
 
Common Shares
Outstanding
Common Shares
Reserved for
Issuance
Total Authorized
Common Shares
Common Shares Authorized
and Available
(% of total
authorized)
Before Reverse
Stock Split
328,874,05021,000,000550,000,000
200,125,950
(36.39%)
One-for-ten32,887,4052,100,00055,000,000
20,012,595
(36.39%)
One-for-twenty-five13,154,962840,00022,000,000
8,005,038
(36.39%)
One-for-fifty6,577,481420,00011,000,000
4,002,519
(36.39%)
Certain Risks Associated with the Reverse Stock Split
•
If the reverse stock split is made effective and the market price of the common stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split. The market price of the common stock will, however, also be based on performance and other factors, which are unrelated to the number of shares outstanding.
•There can be no assurance that the reverse stock split will result in any particular price for the common stock. As a result, the trading liquidity of the common stock may not necessarily improve.
•There can be no assurance that the market price per share of the common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of the common stock outstanding before the reverse stock split. For example, based on the closing price of the common stock on the Record Date of August 11, 2014 of $.07 per share, if the reverse stock split were implemented and approved for a reverse stock split ratio of one-for-fifty, there can be no assurance that the post-split market price of the common stock would be $3.50 or greater.  Accordingly, the total market capitalization of the common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split. Moreover, in the future, the market price of the common stock following the reverse stock split may not exceed or remain higher than the market price prior to the reverse stock split.
•
Because the number of issued and outstanding shares of common stock would decrease as result of the reverse stock split, the number of authorized but unissued shares of common stock may increase on a relative basis. If the Company issues additional shares of common stock, then the ownership interest of the Company’s current stockholders would be diluted, possibly substantially.
•There are certain agreements, plans and proposals that may have material anti-takeover consequences. The proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect. For example, the issuance of a large block of common stock could dilute the stock ownership of a person seeking to make effective a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of the Company with another company.   
•The reverse stock split may result in some stockholders owning “odd lots” of less than 100 shares of common stock.  Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.
The Board intends to changemake effective the Company's
name underreverse stock split only if it believes that a decrease in the DGCL requiresnumber of shares is likely to improve the affirmative votetrading price of the holders of a majoritycommon stock and if the implementation of the outstanding shares of votingreverse stock of the Company. The Company has no
class of voting stock outstanding other than the common stock.

      Section 228 of the DGCL provides generally that, unless the Company's
Certificate of Incorporation provides otherwise, stockholders may take action
without a meeting of stockholders and without prior notice if a consent or
consents, setting forth in writing the action so taken,split is signeddetermined by the holders
of outstanding voting stock holding not less than the minimum number of votes
that would be necessary to approve such action at a meeting of stockholders.
Under the applicable provisions of the


                                       3


DGCL, the proposed charter amendment is authorized when written consents from
holders of record of a majority of the outstanding shares of voting stock on the
Record Date are signed and delivered to the Company. Withholding of consents,
abstentions, and broker non-votes all have the effect of a vote against the
proposed charter amendment.

      The charter amendment will become effective upon its filing with the
Secretary of State of Delaware. The proposed form to amend the Company's
Certificate of Incorporation to change the Company's name is attached as
Appendix A and is incorporated by reference in this Consent Solicitation, which
form is, however, subject to change as may be necessary or required by the
Delaware Secretary of State.

      Under DGCL Section 262, stockholders are not entitled to appraisal rights,
whether or not stockholders consent to the proposed charter amendment. There may
exist other rights or actions under state law for stockholders.

      The Board of Directors recommends a vote for the proposal to amend to the
Company's Certificate of Incorporation to change the name of the Company to
Paid, Inc.

                  AMENDMENT TO CERTIFICATE OF INCORPORATION TO
                    EFFECT A REVERSE STOCK SPLIT (Proposal 2)

      The Company also proposes to authorize the Company's Board of Directors to
effect a reverse split of all outstanding shares of the Company's common stock
by an amendment to the Company's Certificate of Incorporation. The amendment
would effect a one-for-six reverse stock split. The Board of Directors would
have the sole discretion to elect, as it determines to be in the best interests of the Company and its stockholders, whether or not to amend the Company's
Certificate of Incorporation to effect astockholders. The reverse stock split at any time prior
to 12 months fromand the date of stockholder approval. If the reverse stock split
authorized by the stockholdersreduction in shares is not implemented within 12 months aftera “going private” transaction and is not the date of stockholder approval, the amendment will be deemed abandoned, without
any further effect. In that case the Board of Directors may again seek
stockholder approval at a future date for a reverse stock split if it deems a
reverse split to be advisable at that time. The Board of Directors believes that
approvalfirst step of a proposal granting this discretion to the board, rather than
approval of an immediate reverse stock split, provides the board with maximum
flexibility to react to current market conditions and to therefore act in the
best interests of the Company and its stockholders.

      If the Board of Directors elects to implement the reverse stock split, the
number of issued and outstanding shares of common stock would automatically be
changed into one-sixth of a share of common stock. “going private” transaction.
Effective Time
The par value of the common
stock would remain unchanged at $0.001 per share, and the number of authorized
shares of common stock would remain unchanged. Theproposed reverse stock split would become effective uponas of 11:59 p.m., Eastern Time (the “Effective Time”), on the date of filing the amendment to the Company's Certificate of
Incorporation with the Delaware Secretary of State.

Reasons for the Reverse Stock Split The BoardAmendment with the office of Directors believes that the current per-share priceSecretary of State of the State of Delaware. Except as explained below with respect to fractional shares, at the Effective Time, all shares of the common stock has limited the effective marketability of the common stock because
of the reluctance of many brokerage firmsissued and institutional investors to
recommend lower-priced stocks to their clients or to hold them in their own
portfolios. Further, analysts at many brokerage firms do not monitor the trading
activity or otherwise provide research coverage of lower priced or penny stocks.
Certain policiesoutstanding immediately prior thereto will be combined, automatically and practices of the securities industry may tend to discourage
individual brokers within those firms from dealing in lower-priced stocks. Some
of these policies and practices involve time-consuming procedures that make the


                                       4


handling of lower priced stocks economically unattractive. The brokerage
commission on a sale of lower priced stock also may represent a higher
percentage of the sale price than the brokerage commission on a higher priced
issue. Any reduction in brokerage commissions resulting from a reverse stock
split may be offset, however, by increased brokerage commissions required to be
paid by stockholders selling "odd lots" created by the reverse stock split.

      In addition, the Company's common stock is listed for tradingwithout any action on the OTC
Bulletin Board under the symbol "PAID". On the Record Date the reported closing
pricepart of the common stock on the OTC Bulletin Board was $.109 per share. The
Board of Directors desires to have the Company's common stock eventually listed
with Nasdaq if possible. The Company currently does not qualify for admission to
either the Nasdaq National Market or the Nasdaq SmallCap Market. To qualify in
part for listing, the market price of the Company's common stock must increase
substantially. The Board of Directors hopes that the reverse stock split will
result in fewer shares atstockholders, into a higher price. Even after the reverse split, the
Company anticipates that its per share price of its common stock would be below
the $4.00 level required for admission to the Nasdaq SmallCap Market ($1.00 for
continued listing) or the $5.00 level required for the Nasdaq National Market
($1.00 to $3.00 for continued listing). Currently, the Company also falls below
additional Nasdaq SmallCap Market listing requirements, including the
requirement to have either $5,000,000 in stockholders' equity, $50,000,000 in
market value of listed securities, or $750,000 in net income for two of the last
three fiscal years.

      In evaluating the reverse stock split, the Company's Board of Directors
took into consideration negative factors associated with reverse stock splits.
These factors include the negative perception of reverse stock spits held by
many investors, analysts and other stock market participants, as well as the
fact that the stock price of some companies that have effected reverse stock
splits has subsequently declined back to pre-reverse stock split levels. The
Board of Directors, however, determined that these negative factors were
outweighed by the potential benefits.

Potential Effects of the Reverse Stock Split

      The immediate effect of a one-for-six reverse stock split would be to
reduce the number of shares of common stock outstanding, and to increase the
trading price of the Company's common stock. However, the effect of any reverse
stock split upon the market price of the Company's common stock cannot be
predicted, and the history of reverse stock splits for companies in similar
circumstances is varied. The Company cannot assure you that the trading price of
the Company's common stock after the reverse stock split will rise in exact
proportion to the reduction in thelesser number of shares of the Company's common stock outstanding as a result of the reverse stock split. Also, as stated above,
the Company cannot assure you that a reverse stock split would lead to a
sustained increasecalculated in the trading price of the Company's common stock, or that
the trading price would reach any of the thresholds required by the Nasdaq
markets. The trading price of the Company's common stock may change due to a
variety of other factors, including the Company's operating results, other
factors related to the Company's business, and general market conditions.

      Based on 152,890,371 shares of common stock outstanding as of the Record
Date, the number of shares followingaccordance with the reverse stock split will be 25,481,729,
subject to rounding of fractional shares.

      The resulting decrease in the number of shares of the Company's common
stock outstanding could potentially impact the liquidity of the Company's common
stock on the OTC Bulletin Board, especially in the case of larger block trades.


                                       5


Effects on Ownership by Individual Stockholders

      If the Company implements the one-for-six reverse stock split, the number
of shares of common stock held by each stockholder would be reduced by dividing
the number of shares held immediately before the reverse stock split by six, and
then rounding up to the nearest whole share. The reverse stock split would
affect the Company's common stock uniformly and would not affect any
stockholder's percentage ownership interests in the Company or proportionate
voting power, except to the extent that whole shares will be exchanged in lieu
of fractional shares.

Effect on Options, Warrants and Other Securities

      All outstanding shares of options, warrants, notes, debentures and other
securities entitling their holders to purchase shares of the Company's common
stock would be adjusted as a result of the reverse stock split, as requiredratio determined by the terms of these securities. In particular,Board.
After the conversion ratio for each
instrument would be reduced, and the exercise price, if applicable, would be
increased, in accordance with the terms of each instrument and based on the
one-for-six exchange ratio. Also, the number of shares reserved for issuance
under the Company's existing stock option plans would be reduced proportionally
based on the one-for-six exchange ratio. None of the rights currently accruing
to holders ofEffective Time, the common stock options, warrants, notes, debentures or otherwill have a new committee on uniform securities convertible into commonidentification procedures (“CUSIP”) number, which is a number used to identify the Company’s equity securities, and stock wouldcertificates with the older CUSIP number will need to be affectedexchanged for stock certificates with the new CUSIP number by following the reverse stock
split.

Other Effects on Outstanding Shares

      If a reverse stock split were implemented,procedures described below.
After the rights and preferences of
the outstanding shares of common stock would remain the same after the reverse
stock split. Each share of common stock issued pursuant to the reverse stock
split would be fully paid and nonassessable.

      The reverse stock split would result in some stockholders owning
"odd-lots" of less than 100 shares of common stock. Brokerage commissions and
other costs of transactions in odd-lots are generally higher than the costs of
transactions in "round-lots" of even multiples of 100 shares.

      The common stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended. As a result,Effective Time, the Company iswill continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act.
The proposedAct of 1934. We expect that the Company’s common stock will continue to be listed on the Over-the-Counter Bulletin Board under the symbol “PAYD”, although OTCBB will add the letter “D” to the end of the trading symbol for a period of 20 trading days after the Effective Date to indicate that the reverse stock split would not affecthas occurred.
Board Discretion to Implement the registrationReverse Stock Split Amendment
If the reverse stock split is approved by the Company’s stockholders, it will be effected, if at all, only upon a determination by the Board that a reverse stock split (at a ratio determined by the Board as described above) is in the best interests of the Company and the stockholders. The Board’s determination as to whether the reverse stock split will be effected and, if so, at what ratio, will be based upon certain factors, including existing and expected marketability and liquidity of the common stock, underprevailing market conditions and the Securities Exchange Act.

Authorized Shares of Common Stock

      The reverse stock split, if implemented, would not changelikely effect on the number of
authorized sharesmarket price of the Company's common stock as designated by the Company's
Certificate of Incorporation. Currently, 350,000,000 shares are authorized.
Therefore, because the number of issued and outstanding shares of common stock
would decrease, the number of shares remaining available for issuance of the
Company's common stock would increase.

Procedure for Effecting the Reverse Stock Split and Exchange of Stock
Certificatesstock. If the Company's stockholders approve the proposed amendmentBoard determines to the
Company's Certificate of Incorporation to effectmake effective the reverse stock split, the Board will consider various factors in selecting the ratio including the overall market conditions at the time and the recent trading history of Directors may elect whether orthe common stock.
Fractional Shares
Stockholders will not to declare areceive fractional post-reverse stock split shares in connection with the reverse stock splitsplit. Instead, the Company’s transfer agent for the registered stockholders will aggregate all fractional shares of common stock and arrange for them to be sold as soon as practicable after the Effective Time at any time priorthe then prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to 12 monthsreceive a fractional share. The Company expects that the transfer agent will cause the sale to be conducted in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of common stock. After completing the sale, stockholders will receive a cash payment from the date of stockholder approval. The reverse
stock split would be implemented by filing the appropriate amendmenttransfer agent in an amount equal to the Company's Certificatestockholder’s pro rata share of 6


Incorporationthe total net proceeds of these sales. No transaction costs will be assessed on the sale. However, the proceeds will be subject to certain taxes as discussed below. In addition, stockholders will not be entitled to receive interest for the period of time between the Effective Time and the date a stockholder receives payment for the cashed-out shares. The payment amount will be paid to the stockholder in the form of a check in accordance with the Delaware Secretary of State, andprocedures outlined below.
After the reverse stock split, would become effectivestockholders will have no further interests in the Company with respect to their cashed-out fractional shares. A person otherwise entitled to a fractional interest will not have any voting, dividend or other rights except to receive payment as described above.
Effect on the dateBeneficial Holders of the filing.

      As of the effective date ofcommon stock (i.e. stockholders who hold in “street name”)
Upon the reverse stock split, each certificate
representingwe intend to treat shares ofheld by stockholders in “street name,” through a bank, broker or other nominee, in the Company's common stock beforesame manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to make effective the reverse stock split would be deemed, for their beneficial holders holding the common stock in “street name”. However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. If a stockholder holds shares of the common stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.
Effect on Registered “Book-Entry” Holders of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)
Certain of the Company’s registered holders of common stock may hold some or all corporate purposes, to evidenceof their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the reducedcommon stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.
If a stockholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-reverse stock split shares or cash payment in lieu of any fractional share interest, if applicable. If a stockholder is entitled to post-reverse stock split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of common stock resulting fromheld following the reversereserve stock split.
All options, warrants, convertible debt instruments and other securities would
also
If a stockholder is entitled to a payment in lieu of any fractional share interest, a check will be automatically adjusted onmailed to the effective date.

      The Company anticipates that its transfer agent will actstockholder’s registered address as the exchange
agent for purposes of implementing the exchange of stock certificates. As soon as practicable after the effective date,Effective Time. By signing and cashing the check, stockholders and holderswill warrant that they owned the shares of securities
convertible into the Company's common stock wouldfor which they received a cash payment. The cash payment is subject to applicable federal and state income tax and state abandoned property laws. In addition, stockholders will not be notifiedentitled to receive interest for the period of time between the effectiveness of the reverse split. Stockholders of record would receive a
letter of transmittal requesting them to surrender their stock certificates for
stock certificates reflecting the adjusted number of shares as a resultEffective Time of the reverse stock split. Persons who hold their shares in brokerage accounts or
"street name" would not be required to take any further actions to effectsplit and the exchange of their certificates. Instead, the holder of the certificate will be
contacted. However, the Company will require that each new certificate
representingdate payment is received.
Effect on Certificated Shares
Stockholders holding shares of common stock in certificate form will be sent a transmittal letter by the transfer agent after the Effective Time. The letter of transmittal will contain instructions on how a stockholder should surrender his or her certificate(s) representing shares of the Company specify and includecommon stock (“Old Certificates”), to the nametransfer agent in exchange for certificates representing the appropriate number of the beneficial ownerwhole shares of such shares.post-reverse stock split common stock (“New Certificates”). No new certificates wouldNew Certificate will be issued to a stockholder until thesuch stockholder has surrendered the stockholder's outstanding certificate(s)all Old Certificates, together with thea properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange agent.
Until surrender, each certificatehis, her or its Old Certificates.
Stockholders will then receive a New Certificate(s) representing shares before the reverse stock
split would continue to be valid and would represent the adjusted number of whole shares based on the one-for-six exchange ratio of the reverse stock split,
rounded down to the nearest whole share. Stockholders should not destroy any
stock certificate and should not submit any certificates until they receive a
letter of transmittal.

Fractional Shares

      The Company will not issue fractional shares in connection with any
reverse stock split. Instead, any fractional share resulting from the reverse
stock split would be rounded up to the nearest whole share.

Accounting Consequences

      The par value of the Company's common stock would remain unchanged at
$0.001 per share after the reverse stock split. Also, the capital account of the
Company would remain unchanged, and the Company does not anticipate that any
other accounting consequences would ariseto which they are entitled as a result of the reverse stock split. Until surrendered, the Company will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-reverse stock split common stock, as applicable, to which these stockholders are entitled.
Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for new certificates. If an Old Certificate has a restrictive legend, the New Certificate will be issued with the same restrictive legends that are on the Old Certificate.
If a stockholder is entitled to a payment in lieu of any fractional share interest, such payment will be made as described above under “Fractional Shares”.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Accounting Matters
The reverse stock split will not affect the par value of a share of the common stock. As a result, as of the Effective Time of the reverse stock split, the stated capital attributable to common stock on the Company’s balance sheet will be reduced proportionately based on the reverse stock split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.
No Appraisal Rights
Under the Delaware General Corporation Law, stockholders are not entitled to appraisal rights with respect to the reverse stock split, and the Company will not independently provide stockholders with any such right.
Certain United States Federal Income Tax Consequences

      Considerations
The following is a summary of materialcertain U.S. federal income tax consequences of the reverse stock split and does not purport to be complete. It does not discuss
any state, local, foreign or minimum income or other tax consequences. Also, it
does not address the tax consequences to holders that are subject to special tax
rules, including banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. Theof the common stock. This discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well prospectively. This summary
also assumes that the shares are held as a "capital asset," as defined inupon the Internal Revenue Code of 1986, as amended 7
(the “Code”), Treasury regulations promulgated thereunder, judicial authorities, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion is limited to U.S. holders (as defined below) that hold their shares of common stock as capital assets for U.S. federal income tax purposes (generally, propertyassets held for investment). TheThis discussion does not address all of the tax consequences that may be relevant to a particular stockholder or to stockholders that are subject to special treatment under U.S. federal income tax laws, such as:
•stockholders that are not U.S. holders;
•financial institutions;
•insurance companies;
•tax-exempt organizations;
•dealers in securities or foreign currencies;
•persons whose functional currency is not the U.S. dollar;
•traders in securities that elect to use a mark to market method of accounting;
•persons who own more than 5% of the Company’s outstanding stock;
•persons that hold the common stock as part of a straddle, hedge, constructive sale, conversion or other integrated transaction; and
•U.S. holders who acquired their shares of common stock through the exercise of an employee stock option or otherwise as compensation.
If a partnership or other entity taxed as a partnership holds common stock, the tax treatment of a stockholder
may vary dependingpartner in the partnership generally will depend upon the particular facts and circumstancesstatus of the stockholder. Each stockholder is urged to consult withpartners and the stockholder's own tax
advisor with respect to the consequencesactivities of the reverse stock split.

      No gain or losspartnership. Partnerships and partners in such a partnership should be recognized by a stockholder uponconsult their tax advisors about the
stockholder's exchange of shares pursuant to the reverse stock split. The
aggregate tax basis of the shares received in the reverse stock split would be
the same as the stockholder's aggregate tax basis in the shares exchanged. The
stockholder's holding period for the shares would include the period during
which the stockholder held the pre-split shares surrendered in the reverse stock
split.

      The Company's beliefs regarding the tax consequence of the reverse stock
split are not binding upon the Internal Revenue Service or the courts, and there
can be no assurance that the Internal Revenue Service or the courts will accept
the positions expressed above. The state and local tax consequences of the reverse stock split may vary significantly as to each stockholder, depending
uponthem.
This discussion does not address the state in which he or she resides.

Vote Required; Manner Of Approval; Appraisal Rights

      Approval to amend the Certificatetax consequences of Incorporation to effect a reverse
stock split requires, under the DGCL, the affirmative vote of the holders of a
majority of the outstanding shares of voting stock of the Company. The Company
has no class of voting stock outstanding other than the common stock.

      Section 228 of the DGCL provides generally that, unless the Company's
Certificate of Incorporation provides otherwise, stockholders may take action
without a meeting of stockholders and without prior notice if a consent or
consents, setting forth in writing the action so taken, is signed by the holders
of outstanding voting stock holding not less than the minimum number of votes
that would be necessary to approve such action at a meeting of stockholders.
Under the applicable provisions of the DGCL, the proposed amendment is
authorized when written consents from holders of record of a majority of the
outstanding shares of voting stock on the Record Date are signed and delivered
to the Company. Withholding of consent, abstentions, and broker non-votes all
have the effect of a vote against the proposed charter amendment.

      The charter amendment will become effective upon its filing with the
Secretary of State of Delaware. The form to amend the Company's Certificate of
Incorporation to effect the reverse stock split is attached as Appendix B and is
incorporated by reference in this Consent Solicitation, which form is, however,
subject to change as mayunder state, local or foreign tax laws. No assurance can be necessary or required by the Delaware Secretary of
State. If Proposals 1 and 2 are approved, the form of amendment is Appendix A
and Appendix B may be combined into one form in the eventgiven that the BoardIRS would not assert, or that a court would not sustain, a position contrary to any of Directors desiresthe tax consequences set forth below.
Holders of the Common Stock are urged to have both amendments effective at the same time.

      Under DGCL Section 262, stockholders are not entitled to appraisal rights,
whether or not stockholders consentconsult with their own tax advisors as to the proposed charter amendment. There may
exist other rights or actions under state law for stockholders.

      The Boardtax consequences of Directors recommends a vote for the proposed amendment to the
Company's Certificate of Incorporation to effect the one-for-six reverse stock split.


                                       8


                 APPROVAL OF 2002 STOCK OPTION PLAN (Proposal 3)

      The Company's Board adoptedsplit in their particular circumstances, including the 2002 Stock Option Plan (the "Stock Option
Plan") on October 11, 2002, which authorizes the grant of stock options to
officers, directors, employeesapplicability and consultantseffect of the Company. The grantalternative minimum tax and any state, local or foreign and other tax laws and of incentive stock options under the Stock Option Plan is contingent upon approval
by the stockholders within 12 months of the date of adoption. Unless extended or
earlier terminated by the Board, the Plan will continuechanges in effect until, and
will terminate on, October 11, 2012. The purpose of the Stock Option Plan is to
provide incentives for directors, executive officers and key employees of the
Company and its subsidiary and to provide an additional means of attracting and
retaining competent personnel. This Proposal 3 must be approved by an
affirmative vote of a majority of the votes cast by the holders of shares of
Common Stock present voting in which a quorum has voted. those laws.
For purposes of this proposal, abstentions and broker non-votes do not affectsection, the majority vote.

Administrationterm “U.S. holder” means a beneficial owner of the Stock Option Plan

      The Stock Option Plan is administered by the Company's Board of Directors
(the "Board"). The Board is authorized to determine and designate from time to
time those individuals to whom options are granted. The granting of an option
takes place when a written and executed option agreement containing the terms
and conditions of the option is delivered to the option holder. Unless an
earlier expiration is specified by the Board in the option agreement, each
option granted under the Stock Option Plan will expire generally on the 10th
anniversary of the date the option was granted. With respect to any stockholder
who prior to the grant holds ten percent or more of the outstanding shares of
the Company prior to the grant, the option will expire on the 5th anniversary of
the date the option was granted.

      In the event of termination of employment for cause by any optionee who is
employed by the Company, all unexercised options of the optionee immediately
terminate. In the event of termination of employment of an optionee other than
for cause, all unexercised options will terminate, provided that the optionee,
within 3 months after the termination of employment, may exercise the option to
purchase that number of shares that were purchasable by the optionee at the time
of his or her termination. In the event of the death of an optionee or
termination of employment due to permanent or total disability, the option may
be exercised by the personal representative, administrator, or bequestee, or by
the disabled optionee, as the case may be, within 1 year after the death or
termination of employment, to purchase that number of shares that were
purchasable by the optionee at the time of his or her death or disability.

      The Stock Option Plan provides for the reservation of 30,000,000 shares of
Common Stock of the Company for issuance upon the exercise of options granted
under the Stock Option Plan. This amount represents, in newly issued shares,
approximately 20% of the total number of issued and outstanding shares of the
Company as of the Record Date. The number of shares reserved for the grant of
options and the number of shares which are subject to outstanding options under
the Stock Option Plan are subject to adjustment in the event of any stock split,
stock dividend or other relevant changes in the capitalization of the Company.

Terms of Options

      The exercise price for shares being purchased upon the exercise of options
may be paid (i) in cash or by check; (ii) with shares of the Company, to the
extent the fair market value of such shares on the date of exercise equals the
exercise price of the shares being purchased, (iii) by surrender to the Company
of options to purchase shares, to the extent of the difference between the
exercise price of such options and the fair market value of the shares subject
to such options on the date of such surrender, or (iv) a combination of (i),
(ii) or (iii) above. The Company has the right, and the optionee may require the
Company, to withhold and deduct from the number of shares deliverable upon the
exercise of any options


                                       9


under the Stock Option Plan a number of shares having an aggregate fair market
value equal to the amount of any taxes and other charges that the Company is
obligated to withhold or deduct from amounts payable to the optionee.

      No option may be transferred by an optionee other than by will and the
laws of descent and distribution, or pursuant to a qualified domestic relations
order. Options are exercisable only by the optionee during his or her lifetime
and only as described in the Stock Option Plan. Options may not be assigned,
pledged or hypothecated, and are not subject to execution, attachment or similar
process. Upon any attempt to transfer an option, or to assign, pledge,
hypothecate or otherwise dispose of an option in violation of the Stock Option
Plan, or upon the levy of any attachment or similar process upon such option or
such rights, the option immediately becomes null and void.

Exercise Periods

      Unless otherwise authorized by the Board, 20% of the shares subject to the
option will become exercisable on each anniversary date of the grant of the
option, so that the option will become fully exercisable on the fifth
anniversary of the date the option was granted. However, upon the occurrence of
certain "Extraordinary Events," all options granted under the Stock Option Plan
will become fully exercisable for the full number of shares subject to any such
option. An "Extraordinary Event" is defined as the commencement of a tender
offer (other than by the Company) for any shares of the Company, or a sale or
transfer, in 1 or a series of transactions, of assets having a fair market value
of 50% or more of the fair market value of all assets of the Company, or a
merger, consolidation or share exchange pursuant to which the shares of the
Company are or may be exchanged for or converted into cash, property or
securities of another issuer, or the liquidation of the Company. If an optionee
fails to exercise his or her option upon an Extraordinary Event, or if there is
a capital reorganization or reclassification of the shares, the Company must
take action as may be necessary to enable each optionee to receive upon any
subsequent exercise of his or her options, in lieu of shares, securities or
other assets as were issuable or payable upon the Extraordinary Event in respect
of, or in exchange for, such shares.

New Plan Benefits

      During 2002, options to purchase an aggregate of 25,000,000 shares of the
Company's common stock have been granted to officers and directors of the
Company as compensationthat for their continued services to the Company, at an
exercise price of $.041, which was the closing price of the shares of common
stock of the Company as of the immediately preceding day before the options were
granted. The options granted under the 2002 Stock Option Plan expire on October
11, 2012. The following table provides information regarding these options:


                                       10


                             2002 Stock Option Plan



Name and Position                   Dollar Value ($)(1)                Number of Units

Gregory Rotman                      $   680,000                        10,000,000 (2)
President

Richard Rotman                      $  680,000                         10,000,000 (2)
Vice President, CFO

Andrew Pilaro                       $  136,000                          2,000,000 (3)
Director

Executive Group                     $1,360,000                         20,000,000

Non-Executive Director Group        $  136,000                          2,000,000

Non-Executive Officer
Employee Group                      $  204,000                          3,000,000 (4)



      (1) Dollar value is based on the closing price per share as reported on
the OTCBB as of the Record Date ($.109) less the exercise price of $.041, which
equals $.068.

      (2) The Company granted these options pursuant to the following vesting
schedule: options to purchase 4,000,000 shares of common stock vest on April 11,
2003; options to purchase 3,000,000 shares of common stock vest on October 11,
2003, and options to purchase 3,000,000 shares vest on October 11, 2004, subject
to termination, accelerated vesting upon change in control, and other
restrictions.

      (3) The Company granted these options pursuant to the following vesting
schedule: options to purchase 800,000 shares of common stock vest October 11,
2002, options to purchase 600,000 shares of common stock vest October 11, 2003,
and options to purchase 600,000 shares of common stock vest on October 11, 2004,
subject to termination, accelerated vesting upon change in control, and other
restrictions.

      (4) The Company granted these options to one other employee pursuant to
the following vesting schedule: options to purchase 750,000 shares of common
stock vest October 11, 2002, options to purchase 750,000 shares vest on January
1, 2003, options to purchase 750,000 shares vest on April 1, 2003, and options
to purchase 750,000 shares vest on July 1, 2003, subject to termination,
accelerated vesting upon change in control, and other restrictions.

Tax Consequences

      Options granted under the Stock Option Plan may be either incentive stock
options within the meaning of Section 422(b) of the Internal Revenue Code of
1986, as amended (qualified options), or nonqualified options. The price at
which shares may be purchased upon exercise of an option will be equal to the
fair market value of the shares on the date the option is granted. An employee
realizes no income upon the grant of an incentive stock option. An employee who
holds his or her shares for 2 years after the grant of the option and for 1 year
after he or she receives the shares upon its exercise generally will not incur
any federal income tax liability upon receipt of the shares pursuant to the
exercise. However, the spread between the exercise price and the fair market
value of the shares at the time of exercise will be included in alternative
minimum taxable income for the year of exercise. After satisfying such holding
periods, upon a disposition of the shares at a price greater than the option
exercise price, the employee will realize taxable long-term capital gain. The
Company will not be allowed a deduction forU.S. federal income tax purposes is:
•an individual that is a citizen or resident of the United States;
•a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any State or the District of Columbia;
•an estate that is subject to U.S. federal income tax on its income regardless of its source; or
•a trust, the substantial decisions of which are controlled by one or more U.S. persons and which is subject to the primary supervision of a U.S. court, or a trust that validly has elected under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.
Tax Consequences of the Reverse Stock Split Generally
Except as provided below with respect to cash received in connection withlieu of fractional shares, a U.S. holder will not recognize any gain or loss as a result of the grant or exercisereverse stock split.
Cash Received in Lieu of Fractional Shares
A U.S. holder that receives cash in lieu of a qualified option; however, if the
employee does not comply with the holding periods, he or she will


                                       11


realize ordinary incomefractional share of common stock in the year of salereverse stock split will generally be treated as having received such fractional share and then as having sold such fractional share for cash, and will recognize capital gain or loss in an amount equal to the difference between the exercise priceamount of cash received and the valueportion of the underlying shares onbasis of the pre-reverse stock split common stock allocable to such fractional interest. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in the common stock exchanged therefor was greater than one year as of the date of exercise
(or the sale priceexchange. Under certain circumstances, the cash might instead be treated as a return of capital or, if lower where the saleCompany has current or accumulated earnings and profits, a dividend.
Tax Basis and Holding Period
A U.S. holder’s aggregate tax basis in the common stock received in the reverse stock split will equal such stockholder’s aggregate tax basis in the common stock surrendered in the reverse stock split reduced by any amount allocable to a fractional share of post-reverse stock split common stock for which cash is to an unrelated party). Wherereceived. The holding period for the sale price is lower than the fair market valueshares of the shares oncommon stock received in the date of
exercise andreverse stock split generally will include the sale is to an unrelated party, andholding period for the exercise and sale occur
within the same taxable year, the amount included in alternative minimum taxable
income will be the amountshares of the sale price. In suchcommon stock exchanged therefor.
The Company does not have any plans, proposals or arrangements to issue for any purpose, including future acquisitions and/or financings, any of the authorized shares of common stock that would become newly available for issuance following the reverse stock split.
This proposal requires approval by a case,majority of the Company would
bevotes entitled to a deductionvote at the Special Meeting.
This Proposal 3 is not conditioned upon the approval by stockholders of Proposal 1 or Proposal 2 in an amount equalthis Proxy Statement. If Proposal 3 is approved by stockholders and Proposal 1 or Proposal 2 is rejected by stockholders, Proposal 3 will take effect, subject to the ordinary income realized by
the employee.

      Optionees will realize no income upon the grant of a nonqualified option.
Generally, however, the holder of a nonqualified option will realize taxable
ordinary income at the time of the exercise of his or her option in an amount
equalBoard’s right to the excess of the fair market value of the shares acquired at the time
of exercise over the exercise price of the option, and the Company will be
entitled to a deduction for the amount included in the optionee's income. Upon
the sale of the shares, the optionee will realize capital gain or capital loss.
Whether such capital gain or capital loss is long-term or short-term will depend
upon the period of time the optionee holds the shares once they are acquired.

Interest of Executive Officers in Approval of the Stock Option Plan

      Executive officers, and directors, of the Company will be eligible to
participate in the Stock Option Plan and, therefore, have an interest in the
approval of the plan because they could receive a financial benefit under the
plan.abandon its implementation, as described herein.
RECOMMENDATION OF THE BOARD FOR PROPOSAL 3:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AT A RANGE OF 1 FOR APPROVAL10 THROUGH 1 FOR 50AND TO REDUCE THE NUMBER OF SHARES OF THE COMPANY’S AUTHORIZED COMMON STOCK, OPTION PLAN.

                             EXECUTIVE COMPENSATION

      AT THE BOARD’S DISCRETION.

PROPOSAL 4
RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Board has selected the firm of KMJ Corbin & Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014, subject to ratification by our stockholders at the Special Meeting. KMJ Corbin & Company LLP has been our independent registered public accounting firm since the fiscal year ended December 31, 2013. A representative of KMJ Corbin & Company LLP is not expected to be present at the Special Meeting.
More information about our independent registered public accounting firm is available under the heading “Independent Registered Public Accounting Firm” below.
RECOMMENDATION OF THE BOARD FOR PROPOSAL 4:
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY THE APPOINTMENT OF KMJ CORBIN & COMPANY LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On June 10, 2013, the Audit Committee dismissed Rosen Seymour Shapss Martin & Company LLP (“RSSM”) as our independent registered public accounting firm and appointed KMJ Corbin & Company LLP (“KMJ”) as our independent registered public accounting firm for the year ended December 31, 2013.
KMJ has reviewed our financial statements since the second quarter of 2013 and audited our financial statements for the year ended December 31, 2013.
The following table sets forth the compensationis a summary of the Company's chief
executive officer,fees billed to the chief financial officer,Company by KMJ and each officer whose total
cash compensation exceeded $100,000,RSSM for professional services rendered for the last three fiscal years ended December 31, 2002, 20012013 and 2000.



                                              Summary Compensation Table
    ----------------------------------------------------------------------------------------------------------------
                                                                                                Long-Term
                                                                Annual Compensation            Compensation
                                                                                         ---------------------------
                                                                                                   Awards
    ----------------------------------------------------------------------------------------------------------------
    Name and                                   Fiscal                                      Securities Underlying
    Principal Position(1)                     Year (1)                 Salary                     Options
                                                                                                    (#)
    ----------------------------------------------------------------------------------------------------------------

    Gregory Rotman                              2002                  $ 83,464                      (1)
    President and Chief Executive               2001                  $ 74,704                       0
    Officer                                     2000                  $ 98,928                       0
    ----------------------------------------------------------------------------------------------------------------
    Richard Rotman                              2002                  $ 83,464                      (1)
    Chief Financial Officer and Vice            2001                  $ 75,667                       0
    President and Secretary                     2000                  $ 98,771                       0
    ----------------------------------------------------------------------------------------------------------------



      (1) On October 11, 2002, both Gregory Rotman2012. These fees are for work performed in the years indicated and, Richard Rotman were
granted optionsin some instances, we have estimated the fees for services rendered but not yet billed.
  KMJ  RSSM 
  2013  2013  2012 
Audit Fees:            
Consists of fees billed for professional services rendered for the audit of the Company’s annual financial statements and the review of the interim financial statements included in the Company’s Quarterly Reports (together, the“Financial Statements” ) and for services normally provided in connection with statutory and regulatory filings or engagements $29,700  $98,472  $222,006 
Other Fees:            
Audit-Related Fees            
Consists of fees billed for assurance and related services reasonably related to the performance of the annual audit or review of the Financial Statements (defined above)  —   —   — 
Tax Fees            
Consists of fees billed for tax compliance, tax advice and tax planning  —   —   — 
All Other Fees            
Consists of fees billed for other products and services not described above  —   —  $9,156 
Total All Fees $29,700  $98,472  $231,162 
The Audit Committee approves all audit and audit-related fees. The Audit Committee is required to purchase 10,000,000 sharespre-approve all non-audit services to be performed by the auditor. The percentage of common stock at an exercise
price of $.041, underhours expended on the principal accountant's engagement to audit the Company's 2002 Stock Option Plan, pursuantfinancial statements for the most recent fiscal year that were attributed to work performed by persons other than the following vesting schedule: options to purchase 4,000,000 shares of common stock
vest on April 11,


                                       12


2003; options to purchase 3,000,000 shares of common stock vest on October 11,
2003, and options to purchase 3,000,000 shares vest on October 11, 2004, subject
to termination, change in control and other restrictions.

      The following table sets forth certain information related to options
granted to the named executive officers:

                        OPTION GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)



    ----------------------------------------------------------------------------------------------------------------
                                                   Number of        Percent of
                                                   Securities     Total Options/
                                                   Underlying      SARs Granted
                                                    Options/       to Employees   Exercise or Base     Expiration
                       Name                     SARs Granted (#)  in Fiscal Year    Price ($/Sh)          Date
    ----------------------------------------------------------------------------------------------------------------

    Gregory Rotman, President and CEO              10,000,000         37.88%            $.041         October 11,
                                                                                                          2012
    ----------------------------------------------------------------------------------------------------------------
    Richard Rotman, Vice President, CFO and        10,000,000         37.88%            $.041         October 11,
    Secretary                                                                                             2012
    ----------------------------------------------------------------------------------------------------------------



      The following table sets forth certain information related to the number
of options exercised and the number and value of exercisable and unexercisable
options of the named executive officers as of December 31, 2002:

    AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
                                     VALUES



    ----------------------------------------------------------------------------------------------------------------
                                                                                Number of
                                                                               Securities            Value of
                                                                               Underlying           Unexercised
                                                                               Unexercised         In-The-Money
                                                                             Options/SARs at      Options/SARs at
                                                   Shares        Value         FY-End (#)           FY-End ($)
                                                Acquired on    Realized       Exercisable/         Exercisable/
                       Name                     Exercise (#)      ($)         Unexercisable        Unexercisable
    ----------------------------------------------------------------------------------------------------------------

    Gregory Rotman, President and CEO                0            $0          0/10,000,000          $0/$130,000
    ----------------------------------------------------------------------------------------------------------------
    Richard Rotman, Vice President, CFO and          0            $0          0/10,000,000          $0/$130,000
    Secretary
    ----------------------------------------------------------------------------------------------------------------



(1) Based on closing price of $.054 on December 31, 2002 as reported by the OTC
Bulletin Board.

      None of the Company's directors receives any compensation from the Company
for serving as directors. However, on October 11, 2002, Andrew Pilaro received
options to purchase 2,000,000 shares of common stock at an exercise price of
$.041, pursuant to the 2002 Stock Option Plan, subject to the following vesting
schedule: options to purchase 800,000 shares of common stock vest immediately;
options to purchase 600,000 shares of common stock vest October 11, 2003, and
options to purchase 600,000 shares of common stock vest on October 11, 2004.
Based on a closing price of the Company's common stock as report on the OTC
Bulletin Board of $.054 as of December 31, 2002, Mr. Pilaro's exercisable
options have a value of $10,400, and Mr. Pilaro's unexercisable options have a
value of $15,600.


                                       13
principal accountant's full-time, permanent employees was 0%.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO
MATTERS TO BE ACTED UPON MATTERS
No director, executive officer, associate of any director or executive officer, or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in any of the proposals that is not shared by all other stockholders, except as otherwise described under the heading
"Interest of Executive Officers in Approval of the Stock Option Plan".

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      To the knowledge of the Company's management, the following table sets
forth the beneficial ownership of Common Stock as of the Record Date of each of
the Company's directors and executive officers, and all of the Company's
directors and executive officers as a group. The address of each person named
below is the address of the Company.



              Name and Address of                   Number of Shares              %  of
                Beneficial Owner                   Beneficially Owned             Class
                ----------------                   ------------------             -----

                Gregory Rotman                        15,309,005 (1)               9.1%
                Richard Rotman                        17,155,451 (1)              10.2%
                Andrew Pilaro                          1,468,700 (2)               .01%

                All directors and executive           33,933,156                 20.16%
                 officers as a group



- ----------
(1) Includes 4,000,000 currently exercisable options to purchase shares of
common stock at an exercise price of $.041, and options for an additional
3,000,000 shares exercisable within 60 days at $.041 per share.

(2) Includes 800,000 currently exercisable options to purchase shares of common
stock at an exercise price of $.041, and options for an additional 600,000
shares exercisable within 60 days at $.041 per share.

      To the knowledge of the Company's management, as of the Record Date, there
are no persons and/or companies who or which beneficially own, directly or
indirectly, shares carrying more than 5% of the voting rights attached to all
outstanding shares of the Company, other than Gregory Rotman and Richard Rotman,
as set forth above.

                  DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

      The Company has not scheduled an annual meeting for 2003, and will
announce the date of meeting promptly after the Company's board of directors
determines to schedule a meeting. In order for a proposal by a stockholder of
the Company to be included in the Company's proxy statement for an annual
meeting, shareholder proposals for inclusion in the Company's proxy statement
and form of proxy, the proposal must be received by the Company within a
reasonable time before the Company begins to print and mail its proxy statement
and form of proxy. Stockholders who intend to present a proposal at the next
annual meeting of stockholders, but who do not wish to have such proposal
included in the Company's proxy statement for such meeting, must provide notice
of such proposal to the Company's Secretary at the Company's executive offices
within a reasonable time before the Company mails its proxy statement for the
annual meeting.


                                       14
stockholders.
OTHER MATTERS
The Board of Directors knows of no other matters other than those described in this Consent SolicitationProxy Statement which must be approved or considered by the holders of the Company's voting stock.

     IF YOU HAVE ANY QUESTIONS REGARDING THIS CONSENT SOLICITATION STATEMENT
                  AND/OR ANY OF THE
STOCKHOLDER PROPOSALS PLEASE CONTACT:

                            Sales Online Direct,
Stockholders may present proposals for action at a future meeting if they comply with SEC rules, state law and our Bylaws. The Company has not set an annual meeting date. The Company will provide in a timely manner the date of the meeting, if any, and the dates for submitting nominees and shareholder proposals as soon as a date of an annual meeting is confirmed. We will provide notice of the meeting date on a quarterly report on Form 10-Q, or, if a more immediate notice is necessary, on a current report on Form 8-K. The meeting, if held, will not be held earlier than May 15, 2015.
Stockholder Proposals to be Included in the Proxy Statement
To be considered for inclusion in our proxy materials for the 2015 Annual Meeting of Stockholders, a stockholder proposal must be received in writing at our offices, 200 Friberg Parkway, Suite 4004, Westborough, Massachusetts 01581 no later than 90 days before such meeting. Assuming a May 15, 2015 date, the materials must be provided no later than February 14, 2015.
Stockholder Proposals Not to be Included in the Proxy Statement
If you wish to make a stockholder proposal at the 2015 Annual Meeting of Stockholders that is not intended to be included in our proxy materials for that meeting, you generally must provide appropriate notice to us in the manner specified in our Bylaws between 90 and 120 days before the meeting, or, assuming a May 15, 2015 meeting date, between January 16, 2015 and February 14, 2015.
WHERE TO FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information into this proxy statement, which means that we can disclose important information to you by referring you to another document that we filed separately with the SEC. Information in this proxy statement updates and, in some cases, supersedes information incorporated by reference from documents that we have filed with the SEC prior to the date of this proxy statement, while information that we file later with the SEC will automatically update and, in some cases, supersede the information in this proxy statement.
The following documents and information previously filed with the SEC are incorporated by reference into this proxy statement:
•our Annual Report on Form 10−K for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014;
•our Quarterly Reports on Form 10−Q filed with the SEC on May 15, 2014 and August 8, 2014; and
•our Current Reports on Form 8−K filed with the SEC on February 13, 2014 and April 1, 2014.
In particular, our financial statements and management’s discussion and analysis of financial condition and results of operations are incorporated by reference to our Quarterly Report, and our quantitative and qualitative disclosures about market risks are incorporated by reference to our Annual Report.
In addition, all documents we file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the special meeting are incorporated by reference into and deemed a part of this proxy statement from the date of filing of those documents.
As a stockholder, we may have sent you some of the documents incorporated by reference, but anyone can obtain any of them through us or the SEC. Documents incorporated by reference are available from us without charge, excluding all exhibits unless we have specifically incorporated by reference an exhibit in this proxy statement. You may obtain documents that we have filed with the SEC and incorporated by reference in this document, without charge, by making a request to us as follows:
Corporate Secretary
PAID, Inc.
                                4 Brussels Street
                         Worcester,
200 Friberg Parkway, Suite 4004
Westborough, Massachusetts 01610
                                 (508) 791-6710

                                         BY ORDER OF THE BOARD OF DIRECTORS


                                         Gregory Rotman
                                         President


                                       15
01581
(617) 861-6050

OTHER BUSINESS
We know of no other matters to be submitted to the stockholders at the Special Meeting. If any other matters properly come before the stockholders at the Special Meeting, the persons named as proxies intend to vote the shares they represent as the Board may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
W. Austin Lewis, IV
President
APPENDIX A

(INCREASE IN AUTHORIZED COMMON STOCK SHARES)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
                            SALES ONLINE DIRECT,
PAID, INC.

      Sales Online Direct,
PAID, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous written consent of its members pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation.
RESOLVED, that the Certificate of Incorporation of Sales
Online Direct,PAID, Inc. be amended by changing the FIRSTFOURTH Article thereof so that, as amended said Article shall be and read in its entirety as follows:

                  "FIRST:
“FOURTH: The nameamount of total authorized capital stock of the corporation is Paid, Inc."

            shall consist of 550,000,000 shares of common stock having a par value of $.001 each (“Common Stock”).” *
SECOND: That in lieuthereafter, pursuant to resolution of its Board of Directors, a special meeting and vote of stockholders, the stockholders holding a majority of the outstanding shares of stock entitled to
vote on the amendment have given written consent to said amendmentcorporation was duly called and held, upon notice in accordance with the provisions of Section 228222 of the General Corporation Law of the State of Delaware and written noticeat which meeting the necessary number of shares as required by statute were voted in favor of the adoption of the amendment has been given
as provided in Section 228 of the General Corporation Law of the State of
Delaware to every stockholder entitled to such notice.

            amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of section 242 and Section 228 of the General Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment ofto the Certificate of Incorporation shall be effective on the date of filing.

      ____________________, 2014.
IN WITNESS WHEREOF, said Sales Online Direct,PAID, Inc., has caused this Certificate to be executed, acknowledged and filed by its President this ____ day of ___________, 200_.

                                            SALES ONLINE DIRECT, INC.


                                            By:
                                                -----------------------------
                                                Gregory Rotman, President

______________, 2014
PAID, INC.
By:
W. Austin Lewis, IV
* IF PROPOSAL 1 AND PROPOSAL 2 ARE APPROVED, THE NUMBER OF SHARES SHALL BE 550,000,000 COMMON STOCK AND 50,000,000 PREFERRED STOCK.
IF PROPOSAL 1 IS APPROVED BUT PROPOSAL 2 IS NOT APPROVED, THE NUMBER OF SHARES SHALL BE 550,000,000 COMMON STOCK AND NO PREFERRED STOCK.
IF PROPOSAL 1 IS NOT APPROVED BUT PROPOSAL 2 IS APPROVED, THE TOTAL NUMBER OF SHARES SHALL BE 350,000,000 COMMON STOCK AND 50,000,000 PREFERRED STOCK.
APPENDIX B
(BLANK CHECK PREFERRED]

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
                            SALES ONLINE DIRECT,
PAID, INC.

      Sales Online Direct,
PAID, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous written consent of its members pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation.
RESOLVED, that the Certificate of Incorporation of Sales Online
      Direct,PAID, Inc. be amended by changing the FourthFOURTH Article thereof so that, as amended said Article shall be and read in its entirety as follows:

                  "FOURTH:
“FOURTH: The amount of total authorized capital stock of the corporation shall be divided into 350,000,000consist of [400,000,000][600,000,000]* shares, consisting of (i) [350,000,000][550,000,000]* shares of common stock
            having aCommon Stock, $.001 par value per share (“Common Stock”), and (ii) 50,000,000 shares of Preferred Stock, $.001 each.par value per share (“Preferred Stock”).
The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.
(a)	COMMON STOCK.
(i)General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.
(ii)Voting. The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean the Certificate of Incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation. There shall be no cumulative voting.
The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.
(iii)Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend or other rights of any then outstanding Preferred Stock.
(iv)Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock.
(b)	PREFERRED STOCK.
Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.
Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issuance of the shares thereof, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law.
The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.”
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of section 242 and Section 228 of the General Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment to the Certificate of Incorporation shall be effective on ____________________, 2014.
IN WITNESS WHEREOF, said PAID, Inc. has caused this Certificate to be executed, acknowledged and filed by its President this ____ day of the______________, 2014
PAID, INC.
By:
W. Austin Lewis, IV
* IF PROPOSAL 1 AND PROPOSAL 2 ARE APPROVED, THE NUMBER OF SHARES SHALL BE 550,000,000 COMMON STOCK AND 50,000,000 PREFERRED STOCK.
IF PROPOSAL 1 IS APPROVED BUT PROPOSAL 2 IS NOT APPROVED, THE NUMBER OF SHARES SHALL BE 550,000,000 COMMON STOCK AND NO PREFERRED STOCK.
IF PROPOSAL 1 IS NOT APPROVED BUT PROPOSAL 2 IS APPROVED, THE TOTAL NUMBER OF SHARES SHALL BE 350,000,000 COMMON STOCK AND 50,000,000 PREFERRED STOCK.
APPENDIX C
(REVERSE STOCK SPLIT]
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PAID, INC.
PAID, Inc., a corporation becoming
            effective in accordance withorganized and existing under and by virtue of the General Corporation Law of the State of Delaware, (the "Effective Time"), each six (6) shares
DOES HEREBY CERTIFY:
FIRST: That the Board of commonDirectors of said corporation, by unanimous written consent of its members pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation.
RESOLVED, that the Certificate of Incorporation of PAID, Inc. be amended by changing the FOURTH Article thereof so that, as amended said Article shall be and read in its entirety as follows:
“FOURTH: The amount of total authorized capital stock par value $.001 per share ("Old Common Stock"), of the corporation shall consist of [400,000,000][600,000,000]* shares, consisting of (i) [350,000,000][550,000,000]* shares of Common Stock, $.001 par value per share (“Common Stock”), and (ii) 50,000,000 shares of Preferred Stock, $.001 par value per share (“Preferred Stock”).
The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.
(c)	COMMON STOCK.
(i)General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.
(ii)Voting. The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean the Certificate of Incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation. There shall be no cumulative voting.
The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.
(iii)Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend or other rights of any then outstanding Preferred Stock.
(iv)Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock.
Upon this Certificate of Amendment becoming effective pursuant to the DGCL (the “Effective Time”), each [___]** shares of Class A Common issued and outstanding or held by the Company in treasury immediately prior to the Effective Time (collectively, the “Old Common Stock”) shall be,automatically without anyfurther action on the part of the holder thereof,
            automatically reclassified as and converted into one (1) share of
            common stock, par value $.001 per share ("New Common Stock"), of the
            corporation. The capital account of the corporation shall not be
            increasedCompany or decreased by such changes, reclassification and
            conversion, and such changes, reclassification and conversion shall
            also apply to all capital stock to be issued in connection with the
            exercise of any of the corporation's outstanding options or warrants
            without any further action by the holders thereof or the corporation
            or the stockholders of the corporation.

            Notwithstanding the immediately preceding paragraph, no fractional
            shares of New Common Stock shall be issued to the holders of recordholder of Old Common Stock, in connection with the foregoing
            reclassificationbe reclassified, combined and changed into one fully paid and nonassessable share of shares of Old Common Stock. In lieu thereof, the
            corporation shall round each fractional share up to the nearest
            whole share.

            Each stock certificate that, immediately prior to the Effective
            Time, represented shares of Oldnew Common Stock shall, from(collectively, the “New Common Stock”). From and after the Effective Time, automatically and withoutcertificates representing the necessity of
            presentingOld Common Stock shall represent the same for exchange, represent that number of whole shares of New Common Stock into which the shares ofsuch Old Common Stock
            represented by such certificate shall have been reclassified (as
            well as the rightpursuant to 

            receive one whole share in lieuthis Certificate of any fractional share of New
            Common Stock). EachAmendment; provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified pursuant to this Certificate of Amendment, as well as one whole shareany cash in lieu of any fractional shareshares of New Common Stock to which such holder may be entitled pursuantas set forth below. There shall be no fractional shares issued with respect to the immediately preceding paragraph."

            SECOND: That inNew Common Stock. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Old Common Stock shall be issued to American Stock Transfer & Trust Company (the “Transfer Agent”), as agent, for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a meetingshare issued to them. The sale of all fractional interests will be effected by the Transfer Agent as soon as practicable after the Effective Time on the basis of prevailing market prices of the applicable New Common Stock at the time of sale. After such sale and upon the surrender of the stockholders’ stock certificates, the Transfer Agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests.
(d)	PREFERRED STOCK.
Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.
Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issuance of the shares thereof, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law.
The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of stockholders, the stockholders holdingholders of a majority of the outstanding sharesstock of stockthe Corporation entitled to vote, on the amendment have given written consent to said amendment in accordance
withirrespective of the provisions of Section 228242(b)(2) of the General Corporation Law of Delaware. 
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware and written noticeat which meeting the necessary number of shares as required by statute were voted in favor of the adoption of the amendment has been given
as provided in Section 228 of the General Corporation Law of the State of
Delaware to every stockholder entitled to such notice.

            amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of section 242 and Section 228 of the General Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment ofto the Certificate of Incorporation shall be effective on the date of filing.

      ____________________, 2014.
IN WITNESS WHEREOF, said Sales Online Direct,PAID, Inc., has caused this Certificate to be executed, acknowledged and filed by its President this ____ day of ___________, 200_.

                                             SALES ONLINE DIRECT, INC.


                                             By:
                                                 -------------------------
                                                 Gregory Rotman, President



                            SALES ONLINE DIRECT, INC.
                                4 Brussels Street
                         Worcester, Massachusetts 01610

                                     CONSENT

         THIS CONSENT______________, 2014 
PAID, INC.
By:
W. Austin Lewis, IV

* IF PROPOSAL 1 AND PROPOSAL 2 ARE APPROVED, THE NUMBER OF SHARES SHALL BE 550,000,000 COMMON STOCK AND 50,000,000 PREFERRED STOCK.
IF PROPOSAL 1 IS SOLICITED ON BEHALFAPPROVED BUT PROPOSAL 2 IS NOT APPROVED, THE NUMBER OF SHARES SHALL BE 550,000,000 COMMON STOCK AND NO PREFERRED STOCK.
IF PROPOSAL 1 IS NOT APPROVED BUT PROPOSAL 2 IS APPROVED, THE TOTAL NUMBER OF SHARES SHALL BE 350,000,000 COMMON STOCK AND 50,000,000 PREFERRED STOCK.
THE TOTAL NUMBER OF SHARES OF AUTHORIZED COMMON STOCK WILL BE REDUCED BY THE SAME RATIO AS THE REVERSE STOCK SPLIT, AND THE TOTAL NUMBER OF SHARES OF AUTHORIZED CAPITAL STOCK WILL BE REDUCED ACCORDINGLY.
** THE EXACT RATIO WILL BE WITHIN THE RANGE OF TEN TO FIFTY, AND WILL BE DETERMINED BY THE BOARD OF DIRCTORS OF
                            SALES ONLINE DIRECT, INC.

      The undersigned stockholder of Sales Online Direct, Inc. (the "Company")
as of August 28, 2003, hereby consents, pursuant to Section 228 of the Delaware
General Corporation Law, with respect to all shares of common stock, par value
$.001 per share, of the Company held by the undersigned, to the following action
without a meeting, without prior notice and without a vote.

Proposal (1): To approve an amendment to the Company's Certificate of
Incorporation, as amended, to change the name of the Company from Sales Online
Direct, Inc. to Paid, Inc.

                CONSENT ____ CONSENT WITHHELD ____ ABSTAIN ____

Proposal (2): To approve an amendment to the Company's Certificate of
Incorporation, as amended, to effect a reverse split of the Company's
outstanding common stock at a ratio of one-for-six, to be effective at any time
prior to 12 months after the date of stockholder approval, in the discretion of
the Board of Directors.

                 CONSENT ____ CONSENT WITHHELD ____ ABSTAIN ____

Proposal (3): To approve the 2002 Stock Option Plan.

                 CONSENT ____ CONSENT WITHHELD ____ ABSTAIN ____

If no space is marked above with respect to Proposal 1, 2 or 3, the undersigned
will be deemed to consent to such proposal.

      PLEASE SIGN, DATEDIRECTORS PRIOR TO THE EFFECTIVE TIME AND RETURN THIS CONSENT PROMPTLY, USINGPUBLICLY ANNOUNCED BY THE ENCLOSED
ENVELOPE. JOINT OWNERS SHOULD EACH SIGN PERSONALLY. IF SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE INCLUDE YOUR FULL TITLE.
CORPORATE PROXIES MUST BE SIGNED BY AN AUTHORIZED OFFICER.

Date: ___________________________________, 2003
      (Date is Mandatory for all Consents)

___________________________________________
       (Printed Name of Stockholder)


___________________________________________
        (Signature of Stockholder)


___________________________________________
(Signature of Stockholder, if held jointly)
COMPANY.