SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 69561N 20 4

1.

Names of Reporting Persons
Augustine Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Illinois

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
22,523,741

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
22,523,741

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,523,741

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11.

Percent of Class Represented by Amount in Row 9
9.0%

12.

Type of Reporting Person*
PN

CUSIP No. 69561N 20 4

1.

Names of Reporting Persons
Augustine Capital Management, LLC

2.

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
22,523,741

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
22,523,741

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,523,741

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11.

Percent of Class Represented by Amount in Row 9
9.0%

12.

Type of Reporting Person*
OO

CUSIP No. 69561N 20 4

1.

Names of Reporting Persons
John T. Porter

2.

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
22,523,741

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
22,523,741

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,523,741

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11.

Percent of Class Represented by Amount in Row 9
9.0%

12.

Type of Reporting Person*
IN

CUSIP No. 69561N 20 4

1.

Names of Reporting Persons
Brian D. Porter

2.

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
22,523,741

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
22,523,741

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,523,741

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11.

Percent of Class Represented by Amount in Row 9
9.0%

12.

Type of Reporting Person*
IN

CUSIP No. 69561N 20 4

1.

Names of Reporting Persons
Thomas F. Duszynski

2.

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
22,523,741

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
22,523,741

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,523,741

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11.

Percent of Class Represented by Amount in Row 9
9.0%

12.

Type of Reporting Person*
IN

Item 1(a)

Name of Issuer:
PAID, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:
4 Brussels Street

Worcester, MA 01610

Item 2(a)

Name of Person Filing:
Augustine Fund, L.P.

Augustine Capital Management, LLC

John T. Porter

Brian D. Porter

Thomas F. Duszynski

Item 2(b)

Address of Principal Business Office, or if none, Residence:
The business address of each person filing is 141 West Jackson Boulevard,

Suite 2182, Chicago, IL 60604

Item 2(c)

Citizenship:
Augustine Fund, L.P. is an Illinois limited partnership;

Augustine Capital Management, LLC is a Delaware limited liability company;

John T. Porter, Brian D. Porter and Thomas F. Duszynski are all United States citizens and residents of the state of Illinois

Item 2(d)

Title of Class of Securities:
Common Stock

Item 2(e)

CUSIP Number:
69561N204

Item 3   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4

Ownership:

Augustine Fund, L.P. (“Augustine”) may be deemed to share power to vote and dispose of the shares owned of record with its general partner Augustine Capital Management (“Augustine Capital”) and with the controlling members, directors and officers of Augustine Capital, all of whom are John T. Porter, Brian D. Porter and Thomas F. Duszynski.  Shares owned of record by Augustine may be deemed to be beneficially owned by any or all of Augustine, Augustine Capital, John T. Porter, Brian D. Porter and Thomas F. Duszynski (collectively, the “Group Members”).

(a)

Amount beneficially owned: 

The Group Members beneficially own 22,523,741 shares of the Common Stock.

(b)

Percent of class:   

The Group Members beneficially own 9.0%

(c)

Each of the Group Members has the number of shares listed below as to which each such Group Member has:

(i)

Sole power to vote or to direct the vote   

-0-

(ii)

Shared power to vote or to direct the vote    

22,523,741

(iii)

Sole power to dispose or to direct the disposition of   

-0-

(iv)

Shared power to dispose or to direct the disposition of   

22,523,741

Item 5

Ownership of Five Percent or Less of a Class;

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  o

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

See Attached Exhibit A – Joint Filing Agreement

Item 9

Notice of Dissolution of Group:

Not Applicable

Item 10

Certification:

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose and effect.

Dated:  February 12, 2009

AUGUSTINE FUND, L.P.

By:

AUGUSTINE CAPITAL MANAGEMENT, LLC

General Partner

By:

/s/John T. Porter

John T. Porter, President

AUGUSTINE CAPITAL MANAGEMENT, LLC

By:

/s/John T. Porter

John T. Porter, President

/s/John T. Porter

John T. Porter

/s/Brian D. Porter

Brian D. Porter

/s/Thomas F. Duszynski

Thomas F. Duszynski

AUGUSTINE FUND, L.P.

By:

AUGUSTINE CAPITAL MANAGEMENT, LLC

General Partner

By:

/s/John T. Porter

John T. Porter, President

AUGUSTINE CAPITAL MANAGEMENT, LLC

By:

/s/John T. Porter

John T. Porter, President

/s/John T. Porter

John T. Porter

/s/Brian D. Porter

Brian D. Porter

/s/Thomas F. Duszynski

Thomas F. Duszynski