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 7, 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):
|_|
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))
On
October 7, 2008, Pay88, Inc., a Nevada corporation (the
“Registrant”),
entered
into a letter agreement with Chongqing Aomei Advertising Co., Ltd., a limited
liability company organized under the laws of the People’s Republic of China
(“Aomei”), pursuant to which the Registrant intends to acquire from Aomei
certain assets, including, intellectual property rights, advertising and
operating rights and client groups, in consideration for the issuance of a
certain number of shares of the Registrant’s common stock to be mutually agreed
upon after the Registrant has completed its due diligence investigation of
Aomei
and its assets (the “Letter Agreement”).
Aomei
agreed that it will not, directly or indirectly, solicit any offers or enter
into a business combination or enter into any discussions with any other party
for the assets contemplated by the Letter Agreement. The closing of the
transaction contemplated by the Letter Agreement will occur after, among others,
the parties have conducted their due diligence investigation and the delivery
of
audited financial statements of Aomei.
The
foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the Letter
Agreement which is attached hereto as Exhibit 10.9.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
|
Exhibit
No.
|
Description
|
| |
|
|
10.9
|
Letter
Agreement dated October 7, 2008 by and between Pay88, Inc. and Chongqing
Aomei Co., Ltd.
|
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.
|
| |
|
| |
|
| |
By:
/s/ Guo
Fan
|
| |
Name:
Guo Fan
|
| |
Title:
President and Chief Executive
Officer
|
Date:
October 14, 2008