8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

Date of Report (Date of earliest event reported): July 31, 2012

COMMISSION FILE NUMBER 0-28720

(Exact name of registrant as specified in its charter)

Delaware	73-1479833
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

40 Washington Street, Westborough, MA 01581

(Address of principal executive offices)(Zip Code)

(617) 861-6050

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Mr. Gregory Rotman, President and CEO, has resigned from his executive officer position with the Company on July 31, 2012. Mr. Rotman remains a member of the Company’s Board of Directors.

(c), (d), (e) Mr. W. Austin Lewis IV has been named President, CEO and Chairman of the Company as of July 31, 2012. Mr. Lewis also has been elected as a Director of the Company on July 31, 2012 to fill a vacancy newly created by the Board of Directors.

Mr. Lewis, 36, replaces Mr. Rotman as the principal executive officer. He currently serves as the Chief Executive Officer of Lewis Asset Management Corp., an investment management company headquartered in New York City which he founded in 2004. From 2003 to 2004, Mr. Lewis was employed at Puglisi & Company, a New York based broker-dealer registered with FINRA, where he served as a registered representative and managed individual client accounts, conducted due diligence for investment banking activities and managed his own personal account. In 2002, Mr. Lewis co-founded Thompson Davis & Company, Inc., a registered broker-dealer headquartered in Richmond, Virginia. From 1998 to 2002, Mr. Lewis was employed by Branch Cabell and Company, Inc. in Richmond, Virginia (“Branch Cabell”) where he was a registered representative. Following the November 2000 acquisition of Branch Cabell by Tucker Anthony Incorporated (“Tucker Anthony”), Mr. Lewis served as a Vice President for Tucker Anthony and subsequently RBC Dain Rauscher, Inc. which acquired Tucker Anthony in August of 2001. Mr. Lewis received his Bachelor of Science degree in Finance and Financial Economics from James Madison University in 1998.

Mr. Lewis’s extensive business experience and skills with respect to financial matters and stock markets assisted the Board in reaching the conclusion that Mr. Lewis should serve as Director.

Mr. Lewis also serves as a director for MAM Software Group, Inc. and Viryanet Ltd.

Mr. Lewis has not been appointed to, and is not expected to be named to any board committees at this time. Mr. Lewis shall serve as the President and CEO until he resigns, retires or is otherwise terminated. There are no arrangements or understandings between Mr. Lewis and any other person pursuant to which Mr. Lewis was selected as Director.

Mr. Lewis is not related to any other director or executive officer of the Company. Mr. Lewis receives no separate compensation for his role as Director.

Mr. Lewis has not been involved in any transaction during the past two years in which the Company was a participant and the amount involved exceeds $120,000 and in which Mr. Lewis had or would have a direct or indirect material interest.

Mr. James O’Neill has been elected as a Director of the Company on July 31, 2012 to fill a vacancy newly created by the Board of Directors. Mr. O’Neill, 59, is President of Impact Skill Sets, Inc. He consults, trains and lectures throughout the world on sales, leadership, and management issues. Mr. O'Neil has coached and trained over forty eight thousand people in his programs since 2001. He is the past CEO and president of ITS Intertek Services, an award winning quality management service provider with eight sales centers throughout the U.S. and 12 international locations in eight countries. Prior to this Mr. O'Neil founded National Quality Assurance, USA., one of the leading ISO 9000 certification companies in the USA. NQA, USA is presently servicing a certified client base of over three thousand companies throughout the USA, Mexico, and Canada.

Mr. O’Neil’s extensive training and management background assisted the Board in reaching the conclusion that Mr. Lewis should serve as Director.

Mr. O’Neill has not been appointed to, and is not expected to be named to any board committees at this time. Mr. O’Neill shall serve as Director until he resigns, retires or his successor is duly elected. There are no arrangements or understandings between Mr. O’Neill and any other person pursuant to which Mr. O’Neill was selected as Director.

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Mr. O’Neill is not related to any other director or executive officer of the Company. Mr. O’Neill receives no separate compensation for his role as Director. Mr. O’Neill has not been involved in any transaction during the past two years in which the Company was a participant and the amount involved exceeds $120,000 and in which Mr. O’Neill had or would have a direct or indirect material interest.

Neither Mr. Lewis nor Mr. O’Neill are parties to or participants in any material plan, contract or arrangement (whether or not written) that is entered into or any material amendment in connection with a triggering event or entitled to any grant or award under any such plan, contract or arrangement in connection with any such triggering event, except as set forth in subsection (e). Mr. Lewis’s compensation is as set forth in subsection (e).

(e), (f)    Mr. Lewis is not a party to, and is not a participant in, any material plan, contract or arrangement (whether or not written) (or material amendment in connection therewith) which is in connection with a triggering event or any grant or award to Mr. Lewis other than as set forth in this subsection (e). As compensation for his services, Mr. Lewis will be paid $180,000 annually. Mr. Lewis received a grant of options to purchase 5 million shares at the Company's current fair market value price as of the date of his engagement. He will receive another grant of 5 million shares with respect to the Company and any spun off entity upon the successful spin-off of such entity.

A press release related to this matter, dated August 2, 2012, is attached as Exhibit 99.1.

Item 9.01.        Financial Statements and Exhibits.

(d)    Exhibits

See Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PAID, INC.
Date:       August 6, 2012	By:	/s/Christopher Culross
		Christopher Culross, CFO

EXHIBIT INDEX

ExhibitDescription

99.1 Press release dated August 2, 2012

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EX-99.1

EXHIBIT 99.1    PRESS RELEASE

PAID Inc. Appoints Austin Lewis CEO, Chairman; James O’Neil to Board

Boston, MA – August 2, 2012 – PAID Inc.’s (OTCBB: PAYD) Board of Directors today announced that it has added Austin Lewis and James P. O’Neil to the Board of Directors, effective August 1, 2012. Additionally, the Board of Directors appointed Austin Lewis as the new CEO and Chairman of the Board of Directors of PAID Inc. to replace PAID Inc. co-founder Greg Rotman in those roles.

To facilitate PAID’s long-term strategic plan and corporate growth, Greg Rotman has resigned as CEO and Chairman. Due to Greg Rotman’s desire for a reduced role to address personal health issues and the Board’s and shareholders’ desire to intensely focus on accelerating PAID’s move to the next level, the Board decided to execute the transition to a new CEO now. Rotman will remain on the Board and continue in a consulting role with PAID.

Austin Lewis currently is the CEO of Lewis Asset Management Corp., an investment management company headquartered in New York City, which he founded in 2004. Lewis has an excellent understanding of public markets and how to extract value in underfollowed special situations, coupled with tremendous relationships and access to financial resources that can benefit the Company.

“Austin has a long history of analyzing and evaluating companies and understands how to extract optimal value as evidenced by his turnarounds of previously unprofitable companies,” stated Andrew Pilaro, PAID Inc. Board Member. “As a long-term major shareholder, he understands the opportunities and challenges facing the Company and is extremely well-equipped to help PAID address each of them to improve shareholder value.”

Lewis stated that he will focus on defining and achieving the following goals:

1. Completing the separation of the intellectual property (IP) and celebrity services businesses;

2. Working with legal counsel to maximize the value of PAID’s IP for shareholders; and

3. Identifying how to grow the celebrity services business to generate operating cash and consistent profitability without dilution to shareholders.

“PAID is at a critical juncture in its intellectual property (IP) monetization and expansion of its celebrity services business. I believe that my executive management and financial markets experience will help streamline PAID’s efforts in these areas,” stated Lewis. “As PAID progresses with the proposed spinoff that will enable it to progress to the next steps with both businesses, I look forward to expediting the spinoff process, monetizing the IP, achieving profitability and strategically positioning both companies within the investment community and their respective business sectors.”

From 2003 to 2004, Lewis was employed at Puglisi & Company, a New York based broker-dealer, where he served as a registered representative and managed individual client accounts, conducted due diligence for investment banking activities and managed his own personal account. In 2002, Lewis co-founded Thompson Davis & Company, Inc., a registered broker-dealer headquartered in Richmond, Virginia. From 1998 to 2002, Lewis was employed by Branch Cabell and Company, Inc. in Richmond, Va., and then by Tucker Anthony Inc. after it acquired Branch Cabell in November 2000. Lewis served as a Vice President for Tucker Anthony and subsequently RBC Dain Rauscher, Inc., which acquired Tucker Anthony in August of 2001.

James O’Neil joins Board

“James O’Neil is a welcome addition to PAID’s Board and brings an extensive quality management and leadership skill set,” remarked Richard Rotman, PAID COO and co-founder. “He has a successful track record of leading companies through growth, coupled with a wide breadth of experience as a sales, leadership and management consultant, making him well suited to help navigate PAID through its current challenges and opportunities.”

O'Neil, President of Impact Skill Sets, Inc., consults, trains and lectures throughout the world on sales, leadership, and management issues. O'Neil has coached and trained over 48,000 people in his programs since 2001. He is the past CEO and president of ITS Intertek Services, an award-winning quality management service provider with

locations throughout the U.S. and eight countries. Prior to this, O'Neil founded National Quality Assurance, USA, one of the leading ISO 9000 certification companies in the USA.  NQA, USA is presently servicing a certified client base of over 3000 companies throughout the USA, Mexico, and Canada. He has provided sales, management consulting and strategic planning services for over 20 years to such distinguished companies as General Electric, EMC, United Airlines and UPS.

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About PAID Inc.:

PAID Inc. is a one-stop brand management and marketing resource to music, entertainment and sports personalities and organizations, and offers AuctionInc™ online shipping calculation and shopping cart software employing its patented technology to streamline ecommerce. Known for quality and customer service, PAID offers turnkey online, mobile, social media and traditional marketing campaigns, as well as award-winning video & film production, VIP ticketing, web site design, merchandising, ecommerce and fan community management programs. More details are available at www.paid.com.

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995:

Statements in this news release looking forward in time involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, trends in the markets, the effect and possibility of a spinoff, the successful monetization of the patent, variations in the company's cash flow, competition, celebrity programs, business development efforts, technology availability and cost of materials and other risk factors. Factors that could cause actual results to differ materially are discussed in the Company's most recent filings with the Securities and Exchange Commission.

CONTACTS: For PAID Inc.: Julie Shepherd, Accentuate PR, +1.815.479.1833, Julie@AccentuatePR.com