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): October 3, 2007
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))
Item
3.02 Unregistered Sales of Equity Securities
On
October 3, 2007, Pay 88, Inc., a Nevada corporation (the “Registrant”) issued
14,000,000 shares of common stock upon conversion of 5,000,000 shares of our
Series A Convertible Preferred Stock that the Registrant issued to the two
shareholders of Chongqing Qianbao Technology Ltd. (“Qianbao”) in September 2006
as consideration for the acquisition of Qianbao. Each share of Series A
Preferred Stock was converted into 2.8 shares of the Registrant’s common stock.
The Registrant was required to cause the conversion of its Series A Convertible
Preferred Stock pursuant to the Subscription Agreements the Registrant entered
into with 3 accredited investors on September 12, 2007. As a result of the
conversion of the Series A Convertible Preferred Stock into the Registrant’s
common stock, the Registrant now has 32,100,000 shares of common stock issued
and outstanding as of the date of this Current Report. The issuance of the
common stock upon the conversion of the Series A Preferred Stock was exempt
from
registration pursuant to an exemption from registration provided by Section
4(2)
of the Securities Act of 1933, as amended.
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.
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PAY88, INC. |
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By: |
/s/ Guo
Fan |
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Name:
Guo Fan |
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Title: President
and Chief Executive Officer |
Date:
October 11, 2007