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) February 1, 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.)
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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))
Section
1 - Registrant's Business and Operations
Item
1.01- Entry into a Material Definitive Agreement
Employment
Agreements
Effective
February 1, 2007, Pay88, Inc., a Nevada corporation (the “Registrant”) entered
into an Employment Agreement with Mr. Guo Fan (“Guo’s Agreement”), which
memorialized the employment of Mr. Guo Fan on a full time basis as its Chairman,
President and Chief Executive Officer. Pursuant to Guo’s Agreement, Mr. Guo Fan
will receive an annual salary of $100,000 during the five-year term commencing
on February 1, 2007. Guo’s Agreement also provides that if Mr. Guo Fan’s
employment is terminated without cause at any time within the five year term,
the Registrant shall pay Mr. Guo Fan his salary through January 31, 2012.
Effective
February 1, 2007, the Registrant entered into an Employment Agreement with
Mr.
Tao Fan (Tao’s Agreement”), pursuant to which Mr. Tao Fan was employed as the
Chief Operating Officer of the Registrant. Tao’s Agreement provides that Mr. Tao
Fan will receive an annual salary of $50,000 during the five-year term. Tao’s
Agreement also provides that if Mr. Tao Fan’s employment is terminated without
cause at any time within the five year term commencing on February 1, 2007,
the
Registrant shall pay Mr. Tao Fan his salary through January 31, 2012.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
February 1, 2007, the board of directors of the Registrant appointed Mr. Tao
Fan
as the Chief Operating officer of the Registrant, subject to the terms and
conditions set forth in Tao’s Agreement.
Mr.
Tao
Fan is the Chief Executive Officer and Chairman of the Board of Directors of
Chongqing Qianbao Technology Ltd., a limited liability company organized under
the laws of the People's Republic of China ("Qianbao"). Qianbao is a
wholly-owned subsidiary of the Registrant. Mr. Tao Fan is also the Chief
Executive Officer of Chongqing Yahu Information Development Co., Ltd. (“Yahu”),
a principal shareholder of the Registrant. Over the past five years, Mr. Tao
Fan has served as a senior operations consultant for several
Chinese corporations. These corporations include but are not limited to
Chongqing Wanguo Shareholding Co., Ltd., Chongqing Ice Water Ltd., and Chongqing
Shuanggui Industrial Garden Ltd. Mr. Tao Fan studied in China Northern
Industrial University from 1991 to 1993, majoring in
English and Information Technology.
Mr.
Tao
Fan is the brother of Mr. Guo Fan, a director and officer of Registrant. In
September 2006, Mr. Tao Fan was instrumental in the successfully acquisition
of
Qianbao by the Registrant. Mr. Tao Fan is the holder of 5% of Qianbao’s issued
shares of capital stock.
Mr.
Tao
Fan has not been affiliated with any company that has filed for bankruptcy
within the last five years.
Mr.
Tao
Fan and Mr. Guo Fan are brothers.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(d)
Exhibit No.
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Description
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10.5
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Employment
Agreement dated February 1, 2007, between the Registrant and Guo
Fan.
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10.6
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Employment
Agreement dated February 1, 2007, between the Registrant and Tao
Fan.
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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.
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Date:
February 7, 2007
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PAY88,
INC.
By:
/s/
Guo Fan
Name:
Guo Fan
Title:
President, Chief Executive Officer
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