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): June 8, 2006
PAY88, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-51793 20-3136572
(Commission File Number) (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)
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(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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 8, 2006, Pay88, Inc. (the "Company") and Chong Qing QianBao Technology
Limited Liability Co. ("Chong Qing") entered into a binding Letter of Intent.
Pursuant to the Letter of Intent, the Company and Chong Qing agreed to use their
best efforts to negotiate and agree to a mutually acceptable definitive
agreement on or before October 31, 2006, pursuant to which the Company will
purchase from Chong Qing certain assets, including its intellectual property,
cash, certain real estate holdings, online payment system, software domain name,
and customer base. In consideration for the purchase of such assets, the Company
will issue to Chong Qing shares of the Company's preferred stock, whose
preferences and conversion rights will be negotiated between the parties. The
assets will be delivered free and clear of any liens and encumbrances. The
closing of the sale and purchase of the assets will be subject to the
satisfaction of certain conditions, including the mutual agreement of a
definitive agreement, the completion of the due diligence investigation of both
parties, the filing of the certificate of designation creating the preferred
stock to be issued to Chong Qing, the delivery of any required consents from
third parties, and the delivery of audited financial statements of Chong Qing.
Chong Qing further agreed that it will not directly or indirectly solicit,
negotiate, or accept any offer from a third party to acquire any of Chong Qing's
assets or securities until the execution and delivery of the definitive
agreement described above. Chong Qing also agreed to permit the Company and its
representatives to begin its due diligence investigation and to have access to
and inspect Chong Qing's records, properties, personnel, and other such matters.
For all the terms and conditions of the Letter of Intent, reference is hereby
made to such agreement annexed hereto as exhibit 10.1. All statements made
herein concerning the foregoing agreement are qualified by reference to said
exhibit.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS
The disclosure set forth above under Item 1.01 (Entry Into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 8.01.
On June 8, 2006, the Company issued a press release announcing that it had
entered into the Letter of Intent described under Item 1.01 above. A copy of the
press release is annexed hereto as Exhibit 99.1.
SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits
Exhibit 10.1 Letter of Intent, dated June 8, 2006, between Pay88, Inc.
and Chong Qing QianBao Technology Limited Liability Co.
Exhibit 99.1 Press Release, dated June 8, 2006, issued by Pay88, Inc.
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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.
By: /s/ Guo Fan
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Name: Guo Fan
Title: President and Chief Executive Officer
Date: June 8, 2006
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