UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~September~~January 122, ~~2007~~2008

PAY88, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51793

(Commission File Number)

20-3136572

(IRS Employer Identification No.)

1053 North Barnstead Road

Barnstead, NH 03225

(Address of Principal Executive Offices, Zip Code)

(603) 776-6044

(Registrant's Telephone Number, Including Area Code)

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

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):

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

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

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

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

Section 14. -Matters ~~Registrant’s~~Related ~~Business~~to Accountants and ~~Operations~~Financial Statements

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On ~~September~~January 122, ~~2007~~2008, Pay88, Inc., ~~a Nevada corporation~~ (the “~~Company~~Registrant” ~~or “we”~~) ~~entered~~ ~~into~~changed ~~Subscription~~its ~~Agreements (the "Subscription Agreements") with 3~~principal ~~accredited~~independent ~~investors~~accountants. ~~("Purchasers"),~~On ~~for~~such ~~the~~date, ~~purchase and sale of $1~~Wolinetz,~~155,000 of Secured~~ ~~Convertible~~Lafazan ~~Promissory~~& ~~Notes of the~~ Company, ~~(the “Notes”) for the~~CPA’S, ~~aggregate purchase price of $750,000 (the “Note Financing”)~~P.C. ~~The~~resigned ~~Company received net proceeds~~ from ~~the~~serving ~~issuance~~as of the ~~Notes~~Registrant’s ofprincipal ~~$694,237. Pursuant~~independent ~~to the~~accountants. ~~terms~~On ofJanuary ~~the Subscription Agreement, we also issued to the Purchasers warrants to purchase an aggregate of~~ 2,~~310,000~~ ~~shares of common stock of the Company~~2008, ~~subject to adjustments for certain issuances and transactions. In accordance with~~ the ~~terms~~Registrant ofretained ~~the~~RBSM ~~Subscription~~LLP ~~Agreement,~~as ~~additional Notes in~~its ~~the~~ principal ~~amount~~independent ofaccountants. ~~$1,155,000~~The ~~and~~decision ~~the~~to ~~issuance~~change ~~of an~~accountants ~~aggregate of~~was ~~2,310,000~~approved ~~additional~~by ~~warrants will be issued on or before~~ the ~~fifth~~Registrant’s ~~business day after~~Board ~~a registration statement covering the shares~~ of ~~common stock issuable upon conversion of the Notes is declared effective by the Securities and Exchange Commission~~Directors.

The Resignation ~~Notes~~of Wolinetz, Lafazan & Company CPA’S, P.C.

~~The~~Wolinetz, ~~Notes~~Lafazan & Company, CPA’S, P.C. was the independent registered public ~~bear~~accounting ~~interest~~firm atfor the ~~rate~~Registrant’s from March 23, 2005 (inception) to December 31, 2006 and for the period since then and until January 2, 2008. None of Wolinetz, ~~prime~~Lafazan ~~plus~~& 4%Company, ~~per~~CPA’S, ~~annum~~P.C. reports on the Registrant’s financial statements from March 23, ~~payable~~2005 in(inception) ~~either~~to December 31, 2006 , (a) ~~cash equal~~contained toan ~~110%~~adverse ofopinion ~~8.33%~~or disclaimer of ~~the~~opinion, ~~initial~~(b) ~~principal~~was ~~amount~~modified ofas to uncertainty, ~~the~~audit ~~Note~~scope, or accounting principles, or (bc) ~~absent~~contained any disagreements on any ~~event~~matters of ~~default~~accounting principles or practices, infinancial statement ~~shares~~disclosure, ofor ~~our~~auditing ~~common~~scope ~~stock~~or atprocedures, which disagreements, if not resolved to the ~~lesser~~satisfaction of ~~(i)~~Wolinetz, ~~$1.00~~Lafazan & Company, CPA’S, ~~per~~P.C., ~~share~~would orhave ~~(ii)~~caused ~~80%~~it ofto make reference to the ~~average~~subject matter of the disagreements ~~closing~~in ~~bid~~connection ~~prices~~with its reports. None of ~~our~~the ~~common~~reportable events ~~stock~~set forth ~~for~~in ~~the~~Item 20304(a)(1)(iv)(B) ~~trading~~of ~~days~~Regulation ~~preceding~~S-B occurred during the ~~payment~~period in which ~~date~~Wolinetz, Lafazan & Company, CPA’S, P.C. ~~Said~~served ~~payments~~as ~~commence~~the Registrant’s onprincipal ~~March~~independent 12accountants. Wolinetz, ~~2008~~Lafazan ~~and~~& ~~all~~Company, ~~accrued~~CPA’S, ~~but~~P.C. did ~~unpaid~~express ~~interest~~a ~~and~~concern ~~any~~about ~~other~~the ~~amounts due thereon~~Company’s isability ~~due~~to ~~and~~continue ~~payable~~as ona going concern for the period March 1223, ~~2009,~~2005 or(inception) ~~earlier~~to ~~upon~~December ~~acceleration following~~31, an2005 ~~event~~and ofthe ~~default~~period April 24, as2006 ~~defined~~(inception) into ~~the~~December ~~Notes.~~31, 2006.

~~All~~The ~~principal~~Registrant ~~and~~has ~~accrued~~provided ~~interest~~Wolinetz, onLafazan ~~the~~& ~~Notes~~Company, isCPA’S, ~~convertible~~P.C. ~~into~~with ~~shares~~a copy of ~~our~~this disclosure and has requested that Wolinetz, Lafazan & Company, ~~common~~CPA’S, ~~stock~~P.C. atfurnish ~~the~~it ~~election~~with ofa letter addressed to the ~~Purchasers~~U.S. atSecurities ~~any~~and Exchange ~~time~~Commission atstating whether it agrees with the ~~conversion~~above statements, and ~~price~~if not, ofstating $1the respects in which it does not agree.00 ~~per~~A ~~share,~~copy ~~subject~~of tothe ~~adjustment~~letter from Wolinetz, ~~for~~Lafazan ~~certain~~& ~~issuances~~Company, CPA’S, P.C. addressed to the Securities and ~~transactions~~Exchange orCommission ~~events~~dated ~~that~~January ~~would~~3, ~~result~~2008 inis ~~“full~~filed ~~ratchet”~~as ~~dilution~~Exhibit 16.1 to ~~the~~this ~~holders.~~Current Report on Form 8-K.

The ~~notes contain~~Engagement ~~default events which, if triggered and not timely cured (if curable), will result in a default interest rate~~ of anRBSM additional 5% per annum. The Notes also contain antidilution provisions with respect to certain securities issuances, including the issuances of stock for less than $1.00 per share. In addition, we have to pay the Purchasers 120% plus accrued interest of the outstanding principal amount if we are no longer listed on the Bulletin Board, sell substantially all of our assets or Guo Fan is no longer our Chief Executive Officer.LLP

~~The~~Prior ~~Warrants~~to January 2, 2008, the date that RBSM LLP was retained as the principal independent accountants of the Registrant:

As(1) ~~part~~The ofRegistrant ~~the~~did ~~financing,~~not weconsult ~~also~~RBSM ~~issued~~LLP toregarding ~~each~~either ~~Purchaser~~the anapplication ~~aggregate~~ of ~~1,155,000 Class A Common Stock Purchase Warrants and 1,155,000~~ ~~Class~~accounting Bprinciples ~~Common~~to ~~Stock Purchase Warrants. The Class A Warrants are exercisable at~~ a ~~price~~specified ~~of $0.81 per share at any time until September 12~~transaction, ~~2012~~either ~~and~~completed ~~the~~or ~~Class~~proposed, ~~B Warrants~~or ~~are~~the ~~exercisable~~type ~~at a price~~ of ~~$1.13~~audit ~~per~~opinion ~~share~~that atmight ~~any~~be ~~time~~rendered ~~until September~~on ~~12,~~Registrant’s ~~2012. The warrants include a cashless exercise provision which~~financial ~~is triggered~~statements; ~~after March 12, 2008 as well as “full ratchet” antidilution provisions with respect to certain securities issuances.~~

-(2-) Neither a written report nor oral advice was provided to the Registrant by RBSM LLP that they concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; and

(3) The ~~option~~Registrant ofdid ~~each~~not ~~Purchaser,~~consult ~~conversion~~RBSM ofLLP ~~the~~regarding ~~Notes,~~any ormatter ~~exercise~~that ~~the~~was ~~Warrants,~~either the is subject toof ~~the~~a ~~restriction~~“disagreement” ~~that~~(as ~~such~~defined ~~conversion~~in orItem ~~exercise,~~304(a)(1)(iv) ~~does~~of ~~not~~Regulation ~~result~~S-B in and the ~~Purchaser~~related ~~beneficially~~instructions) ~~owning~~or at any ~~one~~of ~~time~~the ~~more~~reportable ~~that~~events ~~4.99%~~set offorth ~~our~~in ~~outstanding~~Item 304(a)(1)(iv)(B) ~~shares~~ of ~~common~~Regulation ~~stock~~S-B.

Security and Guarantees

Payment of the Notes along with our other obligations to the Purchasers is secured by all the assets of the Company and of our wholly-owned subsidiary Chongqinq Qianbao Technology Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Qianbao”). Such obligations are also secured by a pledge of all the shares we hold in Qianbao and 4,950,000 shares of Series A Preferred Stock (convertible into 13,860,000 shares of common stock) as well as personal guaranties of Guo Fan, the Chief Executive Officer and a director of the Company, and by Tao Fan, the Chief Executive Officer of Qianbao and Chief Operating Officer and a director of the Company.

Registration Statement

In connection with the transaction, we agreed to prepare and file with the Securities and Exchange Commission within 30 days following the closing a registration statement on Form SB-2 for the purpose of registering for resale all of the shares of common stock underlying the Notes. If we fail to file such registration statement within such time, or if the registration statement is not declared effective within 91 days from September 16, 2007, we must pay monthly liquidated damages in cash equal to 2% of the principal amount of the Notes and purchase price of the Warrants. The Purchasers were also granted standard piggyback registration rights along with certain demand registration rights.

Pursuant to the Subscription Agreements, we granted the Purchasers a right of first refusal with respect to proposed sale of equity or debt securities by the Company, subject to certain exceptions. The right is effective until the earlier of one year from the effective date of the Registration Statement or the date which the Notes are satisfied in full.

We also agreed that if at any time while the Notes or Warrants are outstanding, the Company issues or agrees to issue any common stock or securities convertible into common stock at a per share price or conversion price or exercise price without the consent of the Purchasers, then the Company agrees on each such occasion, additional shares of common stock issued to the Purchasers in connection with the Notes and the Warrants and the shares that remain outstanding at the time of the lower price issuance so that the average per share purchaser price of the shares of common stock issued to each Purchaser is equal to such other lower price.

It is anticipated that prior to the filing of the registration statement, the holders of the 5,000,000 shares of Series A Preferred Stock will convert their shares pursuant to the terms thereof into 14,000,000 shares of common stock.

-3-

We plan to use the net proceeds of the Notes to expand our operations.

Lock-Up Agreements

As a condition to the issuance of the Notes, we have entered into agreements with Guo Fan and Tao Fan, affiliates of the Company, and three other individuals pursuant to which each of them has agreed not to sell any shares of our common stock prior to 365 calendar days after the registration statement covering registering for resale all of the stock underlying the Notes has been declared effective, or until the Notes are no longer outstanding. The foregoing summary of said agreements is qualified in its entirety by the form of that agreement which has been filed as Exhibit 10.5 to this Current Report.

The foregoing description of the Notes, the Warrants, the Subscription Agreements, the Security Agreement, the Guarantee, and the Lock Up Agreements does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, the Notes, the Warrants, the Security Agreement, and the Guarantee, which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, 10.4 and 10.5, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report is incorporated by reference in this Section 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. The Subscription Agreements executed in connection therewith contain representations to support the Company's reasonable belief that each of the Purchasers had access to information concerning its operations and financial condition, is acquiring the securities for its own account and not with a view to the distribution thereof, and is an "accredited investor" as such term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act. At the time of their issuance, the securities described in Item 1.01 above will be deemed to be restricted securities for purposes of the Securities Act and the certificates representing the securities shall bear legends to that effect.

The Company also issued an aggregate of 8,000,000 shares of common stock to two consultants in consideration for services rendered. These issuances were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. 3,887,000 of said shares will be included in the Registration Statement described in item 1.01.

-4-

As of the date of this Current Report, the Company has 18,100,000 shares of common stock issued and outstanding and 5,000,000 shares of Series A Convertible Preferred Stock which are convertible into 14,000,000 shares of common stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
4.1		Form of Convertible Note
16.1	Letter, dated January 3, 2008, from Wolinetz, Lafazan & Company, CPA’S, P.C. to the Securities and Exchange Commission.
4.2		Form of Class A and Class B Warrant
10.1		Subscription Agreement dated September 12, 2007, between Pay88,Inc. and the Purchasers named on the signature page thereto.
10.2		Security Agreement dated September 12, 2007, by and between the Purchasers named on the signature page thereto , Barbara R. Mittman, as Collateral Agent for the Purchasers and Pay88,Inc. and Chongqing Qianbao Technology Ltd., as Debtors.
10.3		Collateral Agent Agreement dated September 12, 2007 by and between the Purchasers named on the signature page thereto, Barbara R. Mittman, as Collateral Agent for the Purchasers and the Company and Chongqing Qianbao Technology Ltd., as Debtors.
10.4		Form of Guaranty
10.5		Form of Lock Up Agreement

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SIGNATURES

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.

	PAY88, INC.
Date: September 17, 2007	By:	/s/ Guo Fan
		Name: Guo Fan
		Title: President and Chief Executive Officer

PAY88, INC.

By: /s/ Guo Fan

Name: Guo Fan

Title: President and Chief Executive Officer

~~-6-~~Date: January 3, 2008

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Filing Compare · PAY88