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 5, 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)

              -----------------------------------------------------
          (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))


                                      - 1 -
<PAGE>

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On September  5, 2006,  Pay88,  Inc.  ("Pay88")  entered  into a Share  Purchase
Agreement (the "Share Purchase  Agreement")  with Chongqing  Qianbao  Technology
Ltd.,  a limited  liability  company  organized  under the laws of the  People's
Republic of China ("Qianbao"),  Ying Bao ("Bao"), and Chongqing Yahu Information
Development Co., Ltd., a limited  liability  company organized under the laws of
the People's  Republic of China  ("Yahu";  and  together  with Bao, the "Qianbao
Shareholders").  Pursuant  to the  Share  Purchase  Agreement,  Pay88  agreed to
acquire  Qianbao at a closing held  simultaneously  therewith by purchasing from
the Qianbao  Shareholders all of their respective shares of Qianbao's registered
capital stock,  which  represent 100% of the issued and  outstanding  registered
capital stock of Qianbao.  In consideration  therefor,  Pay88 agreed to issue to
the Qianbao  Shareholders  an  aggregate of  5,000,000  shares of the  Company's
Series A  Convertible  Preferred  Stock,  to be  allocated  between  the Qianbao
Shareholders as follows:  4,950,000 shares to Yahu and 50,000 shares to Bao. Mr.
Tao Fan, a brother of Mr. Guo Fan, a director and officer of Pay88, is the Chief
Executive Officer of Yahu and owns 5% of its issued shares of capital stock.

For all the terms of the Share Purchase  Agreement,  reference is hereby made to
such  agreement  annexed  hereto as Exhibit  10.2.  All  statements  made herein
concerning such agreement are qualified by references to said exhibit.

Section 2.  Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure set forth above under Item 1.01 (Entry into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 2.01.

The  transactions   contemplated   under  the  Share  Purchase   Agreement  were
consummated  at a closing  held on  September  5,  2006.  Pursuant  to the Share
Purchase Agreement, at the closing Pay88 purchased from the Qianbao Shareholders
all of the issued and outstanding  shares of registered  capital of Qianbao.  In
exchange  therefor,  Pay88  issued to the Qianbao  Shareholders  an aggregate of
5,000,000  shares of the Company's Series A Convertible  Preferred Stock,  which
were allocated between the Qianbao Shareholders as follows:  4,950,000 shares to
Yahu and 50,000 shares to Bao. Mr. Tao Fan, a brother of Mr. Guo Fan, a director
and officer of Pay88, is the Chief Executive  Officer of Yahu and owns 5% of its
issued shares of capital stock.

Each share of Series A Convertible Preferred Stock is convertible, at the option
of the holder thereof, into 2.8 shares of Pay88's common stock. Accordingly, the
Series  A  Convertible  Preferred  shares  owned by Yahu  are  convertible  into
13,860,000  shares  (representing  57.7%) of the issued and  outstanding  common
stock,  and  the  Series  A  Convertible  Preferred  Shares  owned  by  Bao  are
convertible  into  140,000  shares   (representing   0.6%)  of  the  issued  and
outstanding  common  stock.  The  holders  of  shares  of  Series A  Convertible
Preferred  Stock are  entitled to vote  together  with the holders of the common
stock, as a single class,  upon all matters submitted to holders of common stock
for a vote.  Each  share of Series A  Convertible  Preferred  Stock will carry a
number of votes  equal to the number of shares of common  stock  issuable  as if
converted at the record date. As such, Yahu and Bao hold approximately 57.7% and
0.6%,  respectively,  of the total combined voting power of all classes of Pay88
stock entitled to vote.


                                      - 2 -
<PAGE>

                             DESCRIPTION OF BUSINESS

As used in this Form 8-K, references to the "Company," "we," "our" or "us" refer
to Pay88, Inc. and our subsidiary, Chongqing Qianbao Technology Ltd., unless the
context  otherwise  indicates. "Pay88" refers to Pay88, Inc. "Qianbao" refers to
our subsidiary, Chongqing Qianbao Technology Ltd.

Forward Looking Statements

This  Current   Report  on  Form  8-K  contains   forward-looking   information.
Forward-looking  information  includes  statements  relating to future  actions,
future   performance,   costs  and   expenses,   interest   rates,   outcome  of
contingencies,  financial condition, results of operations,  liquidity, business
strategies,  cost savings,  objectives of management,  and other such matters of
the Company.  The Private  Securities  Litigation  Reform Act of 1995 provides a
"safe harbor" for forward-looking  information to encourage companies to provide
prospective  information about themselves  without fear of litigation so long as
that  information  is  identified  as  forward-looking  and  is  accompanied  by
meaningful cautionary statements  identifying important factors that could cause
actual results to differ  materially  from those  projected in the  information.
Forward-looking  information  may be included in this Current Report on Form 8-K
or may be  incorporated  by  reference  from  other  documents  filed  with  the
Securities and Exchange Commission (the "SEC") by us. You can find many of these
statements by looking for words including,  for example,  "believes," "expects,"
"anticipates," "estimates" or similar expressions in this Current Report on Form
8-K or in documents  incorporated  by  reference in this Current  Report on Form
8-K. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events.

We have based the  forward-looking  statements  relating  to our  operations  on
management's current expectations,  estimates,  and projections about us and the
industry in which we operate.  These  statements  are not  guarantees  of future
performance  and involve risks,  uncertainties  and  assumptions  that we cannot
predict. In particular,  we have based many of these forward-looking  statements
on assumptions about future events that may prove to be inaccurate. Accordingly,
our actual  results  may differ  materially  from  those  contemplated  by these
forward-looking  statements.  Any  differences  could  result  from a variety of
factors, including, but not limited to general economic and business conditions,
competition, and other factors.


                                      - 3 -
<PAGE>

A.       Our History

         1.       History of Pay88

Pay88 was  incorporated  on March 22, 2005 under the name  "Pay88,  Ltd." in the
State of New Hampshire. We subsequently decided to reincorporate in the State of
Nevada by merging  with and into Pay88,  Inc., a Nevada  corporation  formed for
such purpose on July 7, 2005. Such merger was effectuated on August 9, 2005.

Pay88 is a development  stage company.  Prior to our acquisition of Qianbao,  we
were  focused  on  becoming  involved  in the  business  of  facilitating  money
transfers  from the United States to China.  Pay88 has not commenced  operations
other than in connection  with the execution of the license  agreement with Yahu
described below and the acquisition of Qianbao described herein.

Money  transfers are transfers of funds between  consumers  from one location to
another.  Our goal is to offer persons in the United States near  instantaneous,
efficient and secure online money transfer services to China. In a typical money
transfer,  we  anticipate  that a customer  located in the  United  States  will
conduct money transfer  transactions  on the internet via our website,  which we
intend to develop.  Utilizing  our  website,  which has yet to be  developed,  a
customer will transfer money using a credit card or a debit from a bank account.
The  customer  will be able to visit our web site and use his or her credit card
to credit his or her account for the amount of money that the  customer  desires
to  transfer  to  a  designated  recipient  in  China.  Immediately  after  such
transaction over the internet, the recipient's account in China will be credited
with the funds.  Then the recipient can go to its bank in China and withdraw the
money. When the customer initiates the transfer, the software will inform him as
to the amount of fees we are to be paid as a result of the transaction.  The fee
paid to us  from  the  sending  customer  will  be  based  on the  amount  to be
transferred  and the location at which the funds are to be  received.  We expect
our money transfer  revenues to be derived  primarily from consumer  transaction
fees and revenues from currency exchange on international money transfers.

Any  on-line   financial  service  provider  requires  quality  software  to  be
financially and commercially successful.  Optimally, the software should be easy
to use for the  consumer,  have the ability to interact  with relative ease with
other  businesses  and  financial  institutions,  and must be  secure  enough to
accommodate the strict internet  security  regulations of both the United States
and  China.  In our  initial  stages we had to make the  decision  to develop an
internal  software  system or attempt to partner with an entity that had already
developed the software technology.  Due to the time frame that would be required
to develop the software  and the  corresponding  costs that would be  associated
with such an  undertaking,  we made the decision to seek out and utilize a third
party that would  accommodate our needs.  Specifically,  we wanted the system to
address the following  requirements:  experience in the China marketplace;  real
time  transactions;  ease of use;  reliable  and detailed  account  information;
system  expandability;  internet based;  where no bank/credit card is available,
payment can be made when  client  deposits  money with a  financial  institution
which  holds  the  money  for  the  client  (knows  as an  electronic  purse)  ;
transactions and transaction data be encrypted with the state-of-the-art network
security technology;  free registration;  low cost of transaction;  and on-going
technical assistance and support.


                                      - 4 -
<PAGE>

On  August 3,  2005,  we  entered  into a five year  agreement  with Yahu  which
satisfies  all the  above  parameters.  Pursuant  to such  agreement,  Yahu will
provide the system  software to us. We hope that this  agreement  will assist us
towards establishing us as a quality internet money transfer service provider.

Mr. Tao Fan, a brother of Mr. Guo Fan, a director  and officer of Pay88,  is the
Chief  Executive  Officer  of Yahu and owns 5% of its  issued  shares of capital
stock.  Yahu is a member  of CECA  (China  Electronic  Commerce  Association)  a
nationwide organization in the electronic commerce field in China. Yahu has over
650 commercial users and over 250,000  individual users. The agreement  provides
for two  services  to be  provided  to us by  Yahu.  The  first  service  is the
provision  of all  proprietary  software  needed to  effectuate  fund  transfers
between  the United  States and China.  The  second  service to be  provided  is
technical  assistance in the areas of installation  and future product  support.
This support includes  assistance with all technical  aspects of the software as
well as problem resolution and general inquiries.  Both of these services are to
be  provided  to us by Yahu for a  licensing  fee that is based  upon 20% of the
gross fund transfer  revenues.  The fee is payable on a quarterly basis. The use
of the software will enable us to provide wire  transfers from the United States
to China.

On June 8,  2006,  we  entered  into a binding  Letter of Intent  with  QianBao.
Pursuant to the Letter of Intent,  the  Company and QianBao  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  we will  have
purchased from QianBao  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,  we agreed
to issue to  QianBao  shares  of our  preferred  stock,  whose  preferences  and
conversion rights were to have been negotiated between us and QianBao.

During the course of our  negotiations  with Qianbao,  it was determined that we
would acquire Qianbao by purchasing all of the issued and outstanding  shares of
registered  capital from its stockholders  instead of purchasing its assets.  As
discussed  above,  on  September  5,  2006,  we  entered  into a Share  Purchase
Agreement,  pursuant to which we acquired  Qianbao at a closing held on the same
date by  purchasing  from the  stockholders  of  Qianbao  all of the  issued and
outstanding  shares of Qianbao's  registered  capital.  In consideration for the
sale of their shares of Qianbao,  the  stockholders  of Qianbao  received in the
aggregate 5 million newly issued  shares of the  Company's  Series A Convertible
Preferred Stock.

         2.       History of Qianbao

Qianbao was  incorporated on April 24, 2006,  under the name "Chongqing  Qianbao
Technology Ltd." under the laws of the People's Republic of China.  Qianbao is a
development  stage  company and has not had any business  operations or revenues
since its inception.  Qianbao intends to build one or more internet  websites on
which it will operate a distribution platform through which various suppliers of
consumer  products will be able to offer their products for sale to consumers or
retailers  visiting such websites.  Qianbao  currently has one internet website:
http://www.iamseller.com.  At present,  the main products intended to be offered
for sale on such website include the following:  prepaid game cards, which allow
the holder  thereof  to play  online  games for the  designated  allotted  time;
prepaid calling cards;  and prepaid study cards,  which allow the holder thereof
to use  online  software  that  assists  in the  learning  of  various  subjects
including Chinese,  English and cooking.  Qianbao expects to generate revenue by
earning  commissions  on the sales of such products and other products made from
its website.  The commission will be a percentage of the revenues generated from
such sales;  the specific amount of such  percentage will be negotiated  between
Qianbao and each supplier of products sold on Qianbao's website.


                                      - 5 -
<PAGE>

On July 3,  2006,  Qianbao  purchased  an office  located  at No. 78 1st  Yanghe
Village, Jiangbei District,  Chongqing,  China for a purchase price of $358,389.
Such office serves as Qianbao's executive offices.

B.       Our Business

Following our acquisition of Qianbao, we intend to focus on both of lines of our
business.  We will continue our efforts to develop our money transfer  business.
In addition,  through our subsidiary,  Qianbao,  we will focus on our efforts to
engage in the sale of consumer products through Qianbao's website.

         1.       Our Money Transfer Business

We hope to be able to facilitate  secure online money transfer services from the
United States to China.  We would like to initially focus our services to people
within the United States seeking to wire transfer money to China.  Therefore, we
hope to build and execute a marketing  campaign  that  targets  areas within the
United States that has a large population of Chinese  expatriates.  Once we have
sufficient  funds,  we intend to employ various  methods of marketing  which may
include internet advertising, telemarketing and commercial advertisements.

As discussed above, on August 3, 2005, we entered into a five (5) year agreement
with Yahu,  pursuant  to which Yahu will  provide to us the  software we need to
process  money  transfers.  We hope that this  agreement  will assist us towards
establishing  us as a quality  internet  money  transfer  service  provider.  We
believe that such software is easy to use for the  consumer,  has the ability to
interact with relative ease with other  businesses  and financial  institutions,
and is secure enough to accommodate the strict internet security  regulations of
both the United  States and China.  We also believe that the software  addresses
the  following  requirements:  experience  in the China  marketplace;  real time
transactions;  ease of use;  reliable and detailed account  information;  system
expandability;  internet based; where no bank/credit card is available,  payment
can be made when client deposits money with a financial  institution which holds
the money for the  client  (knows as an  electronic  purse) ;  transactions  and
transaction  data  be  encrypted  with  the  state-of-the-art  network  security
technology; free registration;  low cost of transaction;  and on-going technical
assistance and support.


                                      - 6 -
<PAGE>

We  recognize  that our current  management  and Board of  Directors do not have
sufficient  marketing  experience  to create and execute an effective  marketing
plan.  Accordingly,  it is our  intention to seek out a consulting  firm(s) that
specializes in this arena.  Currently, we are focusing our efforts on developing
a request for proposal for prospective marketing firms. Generally we are seeking
firms with experience in the Chinese American population.

The  electronic  money  transfer  industry  is highly  competitive.  The payment
network we plan to introduce will encounter  strong  competition from many other
banks and money wire transfer  companies,  including many with greater financial
resources than ours.

As the global money transfer market  continues to expand,  we expect there to be
significant  competition from companies  similar to ours, as well as from larger
and more established companies. Our competitors include the following:

Capital Electronic-Store  (Capital Electronic-Store Online Payment Platform) was
founded in March 1999. It is the earliest online payment  service  platform that
implemented online  transactions among multiple banks and multiple regions.  Now
it supports China's 19 banks and 60 plus cards and 4 international  credit cards
for online  payment.  It owns huge  customers  groups  comprised  of  individual
consumers as well asnearly 600 business enterprises and institutions, government
agencies and social organizations.

The IPS of Universal  e-Commerce  China Ltd (IPS) is an internet  payment system
(IPS)  developed by  Universal  Technologies  Holdings  Ltd. Its fast and secure
trade mode has been  widely  accepted.  The system has been  widely used in many
well-known  e-commerce  web  sites.  While  they are not  presently  our  direct
competitors, they possess all the necessary software and regulation requirements
as well as a solid customer base to swiftly become active in our environment.

SmartPay  Jieyin  Limited was funded in 2001. It is a company  devoted to mobile
payments that can be made from a clients' cell phone.  A cell phone user can use
his handset as a payment terminal to pay service or products via Jieyin's mobile
payment  system.  While  we do not  offer  "mobile  payments",  the  ability  to
effectuate a wire transfer is similar in function.

Financial transaction reporting and state banking department  regulations affect
our business.  As a money transmitter,  we must comply with a number of domestic
and international regulatory requirements, including the following:

o   state licensing laws;
o   federal and state anti-money laundering and the federal government's  Office
of Foreign Assets Control ("OFAC") regulations;
o   laws  of  various  foreign  countries regulating  the  ability  to conduct a
money  transfer  business  and  requiring  compliance with anti-money laundering
regulations;
o   state unclaimed property reporting; and
o   state, federal and international privacy laws.


                                      - 7 -
<PAGE>

In the United  States,  45 states  require us to be licensed in order to conduct
business within their  jurisdiction.  Requirements  to be so licensed  generally
include minimum net worth, surety bonds,  operational procedures and reserves or
"permissible investments" that must be maintained in an amount equivalent to all
outstanding  payment  obligations  issued  by us.  The state  minimum  net worth
requirements  range from $5,000 to $100,000,  depending on the number of offices
or  agents  within  the  particular  state.  The  types of  securities  that are
considered  "permissible  investments"  vary from state to state,  but generally
include  United  States  government  securities  and  other  highly  rated  debt
instruments.  Most  states  require us to file  reports on a  quarterly  or more
frequent basis,  verifying our compliance with their requirements.  To assist in
obtaining  all required  licenses  the company  anticipates  allocating  $50,000
towards the procurement of the required regulatory licenses. Such funds may come
from the sale of equity and/or debt securities and/or loans.

The  state  of New  Hampshire,  which is the  only  state in which we  currently
conduct business,  does not require us to be so licensed in order to conduct our
business within its jurisdiction.  However,  the legislature of the state of New
Hampshire is currently considering proposed legislation that would require us to
be so licensed.  If such  legislation is passed,  we will have to ensure that we
are in compliance.

The  state  of  China,  which is the only  foreign  state in which we  currently
anticipate  doing  business,  may  impose  new  or  additional  rules  on  money
transfers,  including regulations which (i) prohibit transactions in, to or from
certain  countries,  governments,  nationals and individuals and entities;  (ii)
impose additional identification, reporting or recordkeeping requirements; (iii)
limit the entities  capable of providing  money  transfer  services and sales of
payment  instruments;  (iv) limit or restrict the revenue which may be generated
from money  transfers,  including  revenue  derived from foreign  exchange;  (v)
require additional consumer  disclosures;  or (vi) limit the number or principal
amount of money transfers which may be sent to or from the jurisdiction.

Under the USA Patriot Act, money service  businesses,  including our agents, are
required to establish  anti-money  laundering  compliance programs that include:
internal policies and controls; the designation of a compliance officer; ongoing
employee training; and an independent review function.

Unclaimed  property  laws of every  state  require  that we track  the  relevant
information  on each money order or money  transfer and, if unclaimed at the end
of the statutory abandonment period, that we remit the proceeds of the unclaimed
property to the appropriate  jurisdiction.  State abandonment  periods for money
orders and money  transfers  range from three to seven  years,  while  those for
official checks are generally three to five years. Certain foreign jurisdictions
also may have unclaimed property laws.

In the ordinary  course of our business,  we collect  certain types of consumer
data  and  thus  are   subject  to  privacy   laws.   We  are   subject  to  the
Gramm-Leach-Bliley  Act of 1999 (the "GLB Act"),  which  requires that financial
institutions  have in place policies  regarding the collection and disclosure of
information considered nonpublic personal information.  We intend to comply with
the GLB Act by  posting a privacy  notice on our  website,  as well as posting a
privacy  notice on the forms  completed by  individuals in order to use services
(for  example,  on our  money  transfer  "send"  form).  We also  intend to have
confidentiality/information  security  agreements in place with our  third-party
vendors and service providers to the extent required by the GLB Act.


                                      - 8 -
<PAGE>

If we fail to comply with any  applicable  laws and  regulations,  this  failure
could  result in  restrictions  on our  ability  to  provide  our  products  and
services,  as well as the imposition of civil fines and criminal  penalties.  We
need to develop a compliance program to monitor and address legal and regulatory
requirements and developments.

Pay88 does not employ any persons with respect to its money  transfer  business.
All  functions   with  respect  to  our  money  transfer   business,   including
development,  strategy,  negotiations and clerical, are currently being provided
by our officers on a voluntary basis.

2.       The Business of our Subsidiary, Qianbao.

Through  Qianbao,  we intend to build one or more internet  websites on which we
will operate a distribution platform through which various suppliers of consumer
products will be able to offer their products for sale to consumers or retailers
visiting  such   websites.   Qianbao   currently   has  one  internet   website:
http://www.iamseller.com.  At present,  the main products intended to be offered
for sale on such website include the following:  prepaid game cards, which allow
the holder thereof to play online  internet  games for the  designated  allotted
time;  prepaid calling cards; and study cards, which allow the holder thereof to
use online software that assists in the learning of various  subjects  including
Chinese, English and cooking.

We are in the  process  of  arranging  for the  following  companies  to  supply
products  to be sold on  Qianbao's  website:  Shandong  Tianfu  Online  Platform
(supplier of game cards);  Sifang Online Distribution Platform (supplier of game
cards);  Chongqing  Digital  World  (supplier of phone  cards);  Chongqing E Net
Chongqing Sifang (supplier of phone cards); Chongqing Taoxing (supplier of study
cards); and Chongqing Dezheng Technology  Development.  We have not entered into
any agreements with any of such suppliers.

Qianbao  has  many  companies  which  have  financial,  technical  and marketing
resources  significantly   greater   than  those  of  Qianbao.  Qianbao's  major
competitors  include Yun Web, Cobuy, Star  software,  Jun Web, 17173, China card
Net and gotogame.All of these  competitors  have been in  operation for over two
years, while we began our business this year.

Qianbao currently has forty-eight employees,  all of whom are employed on a full
time basis.  Twenty  employees  are  involved  in  technical  operations  of the
company,  twenty are  involved  in sales and  marketing,  and the  remainder  is
involved in human resources and finances.

All employees are employed pursuant to our standard employment  contract,  which
sets  forth the term of the  employment,  duties,  compensation,  and other such
matters.  In addition,  all of our  employees  are required to sign our standard
confidentiality  agreement,  pursuant  to  which  they  agree  to  maintain  the
confidentiality of all proprietary information of our company.


                                      - 9 -
<PAGE>

                           MANAGEMENT'S DISCUSSION AND
                          ANALYSIS OR PLAN OF OPERATION

Plan of Operation

We do not expect to generate any revenues over the next twelve  months.  Through
our subsidiary,  Qianbao, we will focus on developing our internet  distribution
platform on Qianbao's website and to begin selling products on such website.  We
will  also  continue  our  efforts  to  become   involved  in  the  business  of
facilitating money transfers between the United States and China.

As of September 5, 2006, Pay88 has $128,750 in cash. We do not believe that such
funds will be sufficient to effectuate  our plans with respect to both our money
transfer business and Qianbao's business. However, such funds will be sufficient
to effectuate our plans with respect to the business of our subsidiary, Qianbao,
over the next twelve months.

Over the next twelve  months,  Qianbao will continue to focus on developing  its
website,  www.iamseller.com,  and to build other  internet  websites on which it
will operate a distribution platform through which various suppliers of consumer
products will be able to offer their products for sale to consumers or retailers
visiting  such  websites.  Qianbao  will  continue to its efforts to arrange for
suppliers to offer for sale on such website the following products: prepaid game
cards,  which  allow the holder  thereof to play online  internet  games for the
designated  allotted time;  prepaid calling cards; and study cards,  which allow
the holder  thereof to use  online  software  that  assists in the  learning  of
various  subjects  including  Chinese,  English and  cooking.  Qianbao is in the
process of arranging for the following  companies to supply  products to be sold
on Qianbao's website:  Shandong Tianfu Online Platform (supplier of game cards);
Sifang Online Distribution Platform (supplier of game cards);  Chongqing Digital
World (supplier of phone cards);  Chongqing E Net Chongqing  Sifang (supplier of
phone cards); Chongqing Taoxing (supplier of study cards); and Chongqing Dezheng
Technology Development. We have not entered into any agreements with any of such
suppliers.

After  Qianbao's  internet  distribution  platform has been developed and we are
ready to begin selling  products on Qianbao's  website,  we may seek  additional
capital for the purpose of financing  our  marketing  efforts.  We may also seek
additional  capital for the purpose of  financing  our plans with respect to our
money transfer business. We continue to expect to incur a minimum of $250,000 in
expenses in order to effectuate our plans regarding our money transfer business.
We estimate that this will be comprised  mostly of professional  fees including;
$50,000 towards the  procurement of the required  regulatory  licenses,  $75,000
towards the planning of a comprehensive  marketing  campaign and $25,000 towards
addressing technological infrastructure concerns. Additionally, $100,000 will be
needed for general overhead  expenses such as for salaries,  corporate legal and
accounting fees,  office overhead and general working capital.  Accordingly,  we
will have to raise the funds to pay for these expenses.


                                      - 10 -
<PAGE>

There can be no  assurance  that  additional  capital  will be  available to us.
Although we  generally  intend to raise  additional  funds,  we have no specific
plans,  understandings  or agreements  with respect to such an offering,  and we
have given no contemplation  with respect to the securities to be offered or any
other  issue with  respect to any  offering.  We may seek to raise the  required
capital  by other  means.  We will have to issue  debt or equity or enter into a
strategic  arrangement  with a third  party.  We currently  have no  agreements,
arrangements  or  understandings  with any person to obtain  funds  through bank
loans, lines of credit or any other sources.  Since we have no such arrangements
or plans  currently  in effect,  our  inability  to raise  funds for a marketing
program  will have a severe  negative  impact on our  ability to remain a viable
company  because  even though we have the  technical  platform  to provide  wire
transfer services, no one will know we can provide these services.

Off Balance Sheet Arrangements

None

                             DESCRIPTION OF PROPERTY

Pay88  currently  maintains its executive  offices at 1053 North Barnstead Road,
Center Barnstead,  NH 03225 in space provided to us by an officer.  We currently
are recognizing a lease expense of $200 per month for this space.

Qianbao maintains its executive  offices at No. 78 1st Yanghe Village,  Jiangbei
District,  Chongqing,  China.  Such office was  purchased  by Qianbao on July 3,
2006, for a purchase price of $358,389.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

The  following  table lists,  as of  September 5, 2006,  the number of shares of
common  stock  beneficially  owned by (i) each  person  or  entity  known to our
Company to be the  beneficial  owner of more than 5% of the  outstanding  common
stock; (ii) each officer and director of our Company; and (iii) all officers and
directors as a group.  Information  relating to  beneficial  ownership of common
stock by our principal  shareholders  and  management is based upon  information
furnished by each person using "beneficial  ownership"  concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a  beneficial  owner of a security  if that  person  has or shares  voting
power, which includes the power to vote or direct the voting of the security, or
investment  power,  which includes the power to vote or direct the voting of the
security.  The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire  beneficial  ownership  within 60 days.
Under the Securities and Exchange  Commission rules, more than one person may be
deemed to be a  beneficial  owner of the same  securities,  and a person  may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial  interest.  Except as noted below, each person has sole
voting and investment power.


                                      - 11 -
<PAGE>

The percentages  below are calculated  based on 10,000,000  shares of our common
stock and 5,000,000  shares of our Series A Convertible  Preferred  Stock issued
and  outstanding  as of September 5, 2006. We do not have any other  outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock.

<TABLE>
<CAPTION>

                                                                              Number of
                                                                               Shares                Percent of
                                                                             Beneficially                Class
         Name of Beneficial Owner                   Class of Stock              Owned             Beneficially Owned
         ------------------------                   --------------           ------------         ------------------
<S>                                                 <C>                      <C>                  <C>

Guo Fan                                                 Common                  7,600,000                        76%
c/o Pay88, Inc.
1053 North Barnstead Road,
Center Barnstead, NH 03225

Gordon Preston                                          Common                    400,000                         4%
c/o Pay88, Inc.
1053 North Barnstead Road,
Center Barnstead, NH 03225

Chongqing Yahu Information
Development Co., Ltd. (1) (2)                           Series A                4,950,000                        99%
c/o Chongqing Qinbao                                  Convertible
Technology Ltd.                                        Preferred
No. 78 1st Yanghe Village
Jiangbei District, Chongqing
China

Lin Xu                                                    NA                            0                         0
c/o Chongqing Qinbao
Technology Ltd.
No. 78 1st Yanghe Village
Jiangbei District, Chongqing
China

Shiqing Fu                                                NA                            0                         0
c/o Chongqing Qinbao
Technology Ltd.
No. 78 1st Yanghe Village
Jiangbei District, Chongqing
China

All  directors  and executive officers                 Common:                  8,000,000                        80%
as  a  group  (four persons)

</TABLE>


                                      - 12 -
<PAGE>

(1) Each share of Series A Convertible  Preferred Stock is  convertible,  at the
option  of the  holder  thereof,  into  2.8  shares  of  Pay88's  common  stock.
Accordingly,  the  Series  A  Convertible  Preferred  shares  owned  by Yahu are
convertible  into  13,860,000  shares  (representing  57.7%) of the  issued  and
outstanding common stock, and the Series A Convertible Preferred Shares owned by
Bao are convertible  into 140,000 shares  (representing  0.6%) of the issued and
outstanding  common  stock.  The  holders  of  shares  of  Series A  Convertible
Preferred  Stock are  entitled to vote  together  with the holders of the common
stock, as a single class,  upon all matters submitted to holders of common stock
for a vote.  Each  share of Series A  Convertible  Preferred  Stock will carry a
number of votes  equal to the number of shares of common  stock  issuable  as if
converted at the record date. As such, Yahu and Bao hold approximately 57.7% and
0.6%,  respectively,  of the total combined voting power of all classes of Pay88
stock entitled to vote.

(2) The following persons have voting,  investment, and dispositive control over
the shares of Series A Convertible  Preferred  Stock owned by Yahu: Mr. Tao Fan,
who is the Chief  Executive  Officer of Yahu and owns 5% of its issued shares of
capital  stock;  Mr. Ying Bao, who is a Director of Yahu;  Ming Song, who is the
owner of 7.14% of the issued shares of capital stock of Yahu;  Deqiong Qing, who
is the owner of 5.86% of the issued shares of capital stock of Yahu; and Maozhuo
Jiang, who is the owner of 5% of the issued shares of capital stock of Yahu.

                        DIRECTORS AND EXECUTIVE OFFICERS,
                          PROMOTES AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth certain information  regarding the members of our
board of directors and our executive officers as of September 5, 2006:

<TABLE>
<CAPTION>

                 Name                  Age                Positions and Offices Held
      ---------------------------    --------    --------------------------------------------
<S>                                  <C>         <C>
      Guo Fan                           27         Chairman, President and CEO
      Gordon Preston                    62         Director, Secretary
      Lin Xu                            49         Director
      Shiqing Fu                        41         Director

</TABLE>

The business  address  of  our  officers  and directors is c/o Pay88, Inc., 1053
North Barnstead Road, Center Barnstead, NH 03225.

Our directors hold office until the next annual meeting of our  shareholders  or
until their  successors  are duly  elected and  qualified.  Set forth below is a
summary description of the principal  occupation and business experience of each
of our directors and executive officers for at least the last five years.

Mr. Guo Fan has been our Chairman,  President and CEO since we were established.
Since January 2004, Mr. Fan has been the Internet  Operations  Senior Consultant
for ChongQing  Junfang Science  Technology,  a private computer software company
located in Chongqing  China.  In this role, Mr. Fan had developed  operating and
financial  policies and procedures  for the company.  From 2000 through 2003 Mr.
Fan was an officer of Hampstead  Players  Inc., a company  involved in traveling
theater  productions.  From 2003 through  March 2005,  he was the manager of New
Hampshire  Fireworks  Inc., a major  distributor of Chinese  fireworks.  Guo has
received  his  Associate  in Science  Degree  from the New  Hampshire  Technical
Institute (NHTI) in Aug of 1998.


                                      - 13 -
<PAGE>

Mr.  Gordon  Preston  has  been a  Director  and  our  secretary  since  we were
established.  Mr.  Preston is a mechanical  engineer with a broad  international
work experience.  Since 2003, Mr. Preston was Elected Selectman  Barnstead,  New
Hampshire  for a three year term.  Mr.  Preston is focusing  his efforts in this
capacity on helping the  community  develop and  implement an economic  recovery
plan.  From May 1992 through  2000 he served as  Marketing  Director of Precious
Metal Industries Ltd. In this position,  Mr. Preston was responsible for dealing
with refinery contracts  throughout the Soviet Union and Eastern Europe. In 2000
he  established  Hampstead  Stage Co. in New  Hampshire,  a  non-profit  company
engaged in traveling  theater  production.  Gordon initially  obtained Degree in
Mechanical Engineering (HND) in the United Kingdom at Derby University in 1961.

Ms. Lin Xu has been  serving  since 1990 as Vice  General  Manager of  Chongqing
Electric Wire & Cable Co. In this role,  Ms. Xu has been  responsible  for sales
and human  resources.  Ms. Xu does not  serve in any  directorship  roles of any
other public company.  Ms. Xu graduated from Central  Communist Party College in
2000, with a bachelor's degrees in politics.

Ms. Shiqing Fu is a licensed  accountant  practicing in Chongqing,  China.  From
2001until  February  2004,  Ms. Fu served as Vice  General  Manager of Chongqing
Deheng  Securities  Ltd..  In this role she was  responsible  for the day to day
operations of the company.  In February 2004 Ms. Fu assumed her current position
of General Manager of Chongqing  Jiarun  Accounting  Office Ltd., where her role
has been to  manage  operations  of the  company.  Ms.  Fu does not serve in any
directorship roles of any other public company.

None of the above  persons has been  affiliated  with any company that has filed
for bankruptcy  within the last five years.  None of the directors of Pay88 have
any family  relationships  with any of the other directors or executive officers
of Pay88.

The Board of Directors has not  established an audit committee and does not have
an audit committee  financial expert.  The Board is of the opinion that an audit
committee is not necessary since the Company has only one two directors,  and to
date such directors have been performing the functions of an audit committee.

Section 16(a) beneficial reporting compliance

Pursuant to Section 16(a) of the  Securities  Exchange Act of 1934 and the rules
issued thereunder,  our directors and executive officers and any persons holding
more than 10% of our common  stock are  required to file with the SEC reports of
their initial ownership of our common stock and any changes in ownership of such
common stock.  Copies of such reports are required to be furnished to us. We are
not aware of any  instances  in fiscal  year  ended  December  31,  2005 when an
executive  officer,  director  or any owner of more than 10% of the  outstanding
shares of our common stock failed to comply with the reporting  requirements  of
Section 16(a) of the Securities Exchange Act of 1934.


                                      - 14 -
<PAGE>

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive,
financial or accounting officer.

                             EXECUTIVE COMPENSATION

Executive Compensation.

Since  inception  on March 22,  2005,  none of our  officers or  directors  have
received or earned any  compensation or bonus for services  rendered.  We do not
maintain key-man life insurance for any of our executive  officers or directors.
We do not have any long-term compensation plans or stock option plans.

Compensation of Directors

During the period  from  March 22,  2005 to  December  31,  2005,  no officer or
director received any type of compensation from our Company for serving as such.
No arrangements  are presently in place regarding  compensation to directors for
their  services  as  directors  or  for  committee   participation   or  special
assignments.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Currently,  we utilize  space that is provided to us by Mr.  Gordon  Preston,  a
director and our Secretary, for a rental fee of $200 per month.

Through  December  31, 2005,  Guo Fan lent us an  aggregate  of $80,385,  and in
consideration  therefore,  we  issued  to  Guo  Fan a  promissory  note,  in the
principal  amount of $80,385.  Said amount bears  interest at the rate of 5% per
annum.  Principal  and  interest  are due and  payable  on August 31,  2008.  In
addition,  Mr. Fan has advanced us an additional  loan in the amount of $36,000.
Such loan bears interest at the rate of 5% per annum and is payable on demand.

As discussed  above, on August 3, 2005, Pay88 entered into a five year agreement
with Yahu.  Mr. Tao Fan,  a brother  of Mr. Guo Fan, a director  and  officer of
Pay88, is the Chief  Executive  Officer of Yahu and owns 5% of its issued shares
of capital stock.  The agreement  provides for two services to be provided to us
by Yahu. The first service is the provision of all  proprietary  software needed
to effectuate  fund  transfers  between the United States and China.  The second
service to be provided is technical  assistance in the areas of installation and
future product  support.  This support  includes  assistance  with all technical
aspects of the  software as well as problem  resolution  and general  inquiries.
Both of these services are to be provided to us by Yahu for a licensing fee that
is based upon 20% of the gross fund transfer  revenues.  The fee is payable on a
quarterly  basis.  The  use of the  software  will  enable  us to  provide  wire
transfers from the United States to China.


                                      - 15 -
<PAGE>

As discussed  above,  on September 5, 2006,  Pay88 entered into a Share Purchase
Agreement with Qianbao, Yahu, and Bao. Pursuant to the Share Purchase Agreement,
Pay88 agreed to acquire  Qianbao at a closing held  simultaneously  therewith by
purchasing  from the Yahu and Bao all of their  respective  shares of  Qianbao's
registered  capital,  which represent 100% of the issued and  outstanding  share
capital of Qianbao. In consideration  therefor,  Pay88 agreed to issue to shares
of Pay88's Series A Convertible Preferred Stock as follows:  4,950,000 shares to
Yahu and 50,000 shares to Bao. Mr. Tao Fan, a brother of Mr. Guo Fan, a director
and officer of Pay88, is the Chief Executive  Officer of Yahu and owns 5% of its
issued shares of capital stock.

Other than as set forth  above,  there are no  transactions  during the last two
years, or proposed transactions, to which we were or are to be a party, in which
any of the  following  persons had or is to have a direct or  indirect  material
interest:  (a) any director or executive  officer of the small business  issuer;
(b) any majority  security  holder;  or (c) any member of the  immediate  family
(including  spouse,  parents,  children,  siblings,  and  in-laws) of any of the
persons in the above.

                            DESCRIPTION OF SECURITIES

We are authorized to issue 105,000,000 shares,  consisting of 100,000,000 shares
of  common  stock  and  5,000,000  shares  of  preferred  stock.  The  following
statements  relating to our capital stock are summaries and do not purport to be
complete.  Reference  is made to the  more  detailed  provisions  of,  and  such
statements  are  qualified in their  entirety by  reference  to, our Articles of
Incorporation and By-laws.

Common Stock

Our Articles of Incorporation  authorizes the issuance of 100,000,000  shares of
common stock, of which 10,000,000 shares are issued and outstanding.  Holders of
shares of common stock are entitled to one vote for each share on all matters to
be voted on by the stockholders.  Holders of common stock do not have cumulative
voting  rights.  Holders  of  common  stock are  entitled  to share  ratably  in
dividends,  if any,  as may be  declared  from  time to  time  by the  Board  of
Directors in its discretion from funds legally available therefor.  In the event
of a  liquidation,  dissolution  or winding up of the  Company,  the  holders of
common stock are entitled to share pro rata all assets  remaining  after payment
in full of all liabilities.  All of the outstanding  shares of common stock are,
and the shares of common stock offered by the Company  pursuant to this offering
will be, when issued and delivered, fully paid and non-assessable.

Holders of common stock have no preemptive  rights to purchase our common stock.
There are no  conversion or redemption  rights or sinking fund  provisions  with
respect to our common stock.


                                      - 16 -
<PAGE>

Preferred Stock

Our Articles of  Incorporation  authorize  the  issuance of 5,000,000  shares of
preferred  stock.  The Board of  Directors  is  authorized  to  provide  for the
issuance of shares of  preferred  stock in series  and, by filing a  certificate
pursuant to the  applicable  law of Nevada,  to establish  from time to time the
number of shares to be included in each such series, and to fix the designation,
powers,  preferences  and  rights  of the  shares of each  such  series  and the
qualifications,  limitations or restrictions thereof without any further vote or
action by the  shareholder.  Any shares of preferred  stock so issued would have
priority over the common stock with respect to dividend or  liquidation  rights.
Any  future  issuance  of  preferred  stock  may have the  effect  of  delaying,
deferring or preventing a change in control of us without  further action by the
shareholder and may adversely  affect the voting and other rights of the holders
of common stock.

We have designated one series of preferred stock: Series A Convertible Preferred
Stock,  of which  5,000,000  shares are issued  and  outstanding.  Each share of
Series A Convertible Preferred Stock is convertible, at the option of the holder
thereof,  into 2.8  shares of Pay88's  common  stock.  The  holders of shares of
Series A  Convertible  Preferred  Stock are entitled to vote  together  with the
holders of the common stock,  as a single class,  upon all matters  submitted to
holders of common stock for a vote. Each share of Series A Convertible Preferred
Stock will carry a number of votes equal to the number of shares of common stock
issuable as if converted at the record date.

         MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
                        AND RELATED STOCKHOLDER MATTERS

(a)  Market  Information.  The  Company's  Common  Stock  trades on the Over The
Counter Bulletin Board under the symbol PAYI.OB since March 8, 2006.

(b)  Holders.  On September 5, 2006,  there  were  approximately  47 holders  of
record of the Company's common stock.

(c)  Dividends.  We have not  declared or paid any cash  dividends on our common
stock nor do we anticipate paying any in the foreseeable future. Furthermore, we
expect to retain any future  earnings to finance its  operations  and expansion.
The payment of cash  dividends  in the future will be at the  discretion  of our
Board  of  Directors  and  will  depend  upon  our  earnings   levels,   capital
requirements,  any  restrictive  loan  covenants  and  other  factors  the Board
considers relevant.

(d) Securities  authorized for issuance under equity  compensation  plans. We do
not have any equity compensation plans.

                                LEGAL PROCEEDINGS

There are no pending  legal  proceedings  to which the  Company is a party or in
which any director,  officer or affiliate of the Company, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.


                                      - 17 -
<PAGE>

                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Wolinetz, Lafazan  &  Company,  P.C.  is  our  auditor. There  have not been any
changes in  or  disagreements  with  accountants  on  accounting  and  financial
disclosure or any other matter.

                     RECENT SALES OF UNREGISTERED SECURITIES

On September 5, 2006,  Pay88 issued an aggregate of 5,000,000  shares of Pay88's
Series A Convertible  Preferred Stock to the stockholders of Qianbao,  allocated
as follows:  4,950,000  shares to Chongqing Yahu  Information  Development  Co.,
Ltd.; and 50,000 shares to Ying Bao. The foregoing  shares were issued  pursuant
to the Share Purchase Agreement,  dated September 5, 2006, among Pay88, Qianbao,
and the  stockholders of Qianbao.  In  consideration  for such  securities,  the
stockholders of Qianbao  conveyed to Pay88 all of their shares of the registered
capital of Qianbao.  Such  securities  were  issued  under  Section  4(2) of the
Securities  Act  of  1933,  as  amended  and  Regulation  D  promulgated  by the
Securities and Exchange Commission thereunder.

In August,  2005,  Pay88 issued 2,000,000 shares of common stock to 42 investors
in a private  placement.  The aggregate  consideration  paid for such shares was
$40,000. In this private placement, we sold 200,000 shares of common stock to 39
investors who were non-US persons (as defined under SEC Regulations) pursuant to
the exemption from the registration  requirements of the Securities Act provided
by  Regulation  S, and we sold  1,800,000  shares of common stock to 3 investors
pursuant to an  exemption  under  Section  4(2) of the  Securities  Act.  All 42
investors were  accredited  investors (as such term is defined under Rule 501 of
Regulation D). Further,  the Company conducted the private placement without any
general solicitation or advertisement and a restriction on resale.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws  provide that directors and officers (and any person who acted at our
request as an officer or  director)  shall be  indemnified  by us to the fullest
extent  authorized by the general  corporate laws of Nevada against all expenses
and liabilities reasonably incurred in connection with services for us or on our
behalf

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive Agreement) and Item 2.01 (Completion of Acquisition or Disposition of
Assets) are hereby incorporated by reference into this Item 3.02.


                                      - 18 -
<PAGE>

As discussed above in Items 1.01 and 2.01, on September 5, 2006, Pay88 issued an
aggregate of 5,000,000 shares of Pay88's Series A Convertible Preferred Stock to
the stockholders of Qianbao, allocated as follows: 4,950,000 shares to Chongqing
Yahu  Information  Development  Co.,  Ltd.;  and 50,000  shares to Ying Bao. The
foregoing  shares were issued  pursuant to the Share Purchase  Agreement,  dated
September 5, 2006, among Pay88,  Qianbao,  and the  stockholders of Qianbao.  In
consideration for such securities, the stockholders of Qianbao conveyed to Pay88
all of their shares of the registered  capital of Qianbao.  Such securities were
issued  under  Section  4(2) of the  Securities  Act of  1933,  as  amended  and
Regulation D promulgated by the Securities and Exchange Commission thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive  Agreement),  Item 2.01  (Completion of Acquisition or Disposition of
Assets),  and Item 3.02  (Unregistered  Sales of Equity  Securities)  are hereby
incorporated by reference into this Item 3.03.

Our Articles of  Incorporation  authorize  the  issuance of 5,000,000  shares of
preferred  stock.  The Board of  Directors  is  authorized  to  provide  for the
issuance of shares of  preferred  stock in series  and, by filing a  certificate
pursuant to the  applicable  law of Nevada,  to establish  from time to time the
number of shares to be included in each such series, and to fix the designation,
powers,  preferences  and  rights  of the  shares of each  such  series  and the
qualifications,  limitations or restrictions thereof without any further vote or
action by the  shareholder.  Any shares of preferred  stock so issued would have
priority over the common stock with respect to dividend or  liquidation  rights.
Any  future  issuance  of  preferred  stock  may have the  effect  of  delaying,
deferring or preventing a change in control of us without  further action by the
shareholder and may adversely  affect the voting and other rights of the holders
of common stock.

On September 5, 2006,  we  designated  one series of preferred  stock:  Series A
Convertible  Preferred Stock, in the amount of 5,000,000  shares.  Each share of
Series A Convertible Preferred Stock is convertible, at the option of the holder
thereof,  into 2.8  shares of Pay88's  common  stock.  The  holders of shares of
Series A  Convertible  Preferred  Stock are entitled to vote  together  with the
holders of the common stock,  as a single class,  upon all matters  submitted to
holders of common stock for a vote. Each share of Series A Convertible Preferred
Stock will carry a number of votes equal to the number of shares of common stock
issuable as if converted at the record date.

Section 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive  Agreement),  Item 2.01  (Completion of Acquisition or Disposition of
Assets),  Item 3.02  (Unregistered  Sales of Equity  Securities),  and Item 3.03
(Material Modification to Rights of Security Holders) are hereby incorporated by
reference into this Item 5.01.


                                      - 19 -
<PAGE>

As discussed above in Items 1.01 and 2.01, and 3.02, on September 5, 2006, Pay88
issued  an  aggregate  of  5,000,000  shares  of  Pay88's  Series A  Convertible
Preferred  Stock to Chongqing Yahu  Information  Development  Co., Ltd. and Ying
Bao,  who were the  stockholders  of  Qianbao.  Such shares  were  allocated  as
follows:  4,950,000  shares to Yahu;  and 50,000  shares to Bao.  The  foregoing
shares were issued pursuant to the Share Purchase Agreement,  dated September 5,
2006, among Pay88,  Qianbao,  and the stockholders of Qianbao.  In consideration
for such securities,  the stockholders of Qianbao conveyed to Pay88 all of their
shares of the registered  capital of Qianbao.  Such securities were issued under
Section  4(2) of the  Securities  Act of  1933,  as  amended  and  Regulation  D
promulgated by the Securities and Exchange Commission thereunder.

Each share of Series A Convertible Preferred Stock is convertible, at the option
of the holder thereof, into 2.8 shares of Pay88's common stock. Accordingly, the
Series  A  Convertible  Preferred  shares  owned by Yahu  are  convertible  into
13,860,000  shares  (representing  57.7%) of the issued and  outstanding  common
stock,  and  the  Series  A  Convertible  Preferred  Shares  owned  by  Bao  are
convertible  into  140,000  shares   (representing   0.6%)  of  the  issued  and
outstanding  common  stock.  The  holders  of  shares  of  Series A  Convertible
Preferred  Stock are  entitled to vote  together  with the holders of the common
stock, as a single class,  upon all matters submitted to holders of common stock
for a vote.  Each  share of Series A  Convertible  Preferred  Stock will carry a
number of votes  equal to the number of shares of common  stock  issuable  as if
converted at the record date. As such, Yahu and Bao hold approximately 57.7% and
0.6%,  respectively,  of the total combined voting power of all classes of Pay88
stock entitled to vote.

In  connection  with the Share  Purchase  Agreement,  on September 5, 2006,  the
following persons were appointed as directors of Pay88: Ying Bao and Shiqing Fu.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors,
Appointment of Principal Officers.

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive  Agreement),  Item 2.01  (Completion of Acquisition or Disposition of
Assets),   and  Item  5.01  (Changes  in  Control  of  Registrant)   are  hereby
incorporated by reference into this Item 5.02.

On  September 5, 2006,  the  following  persons  were  appointed as directors of
Pay88: Ms. Lin Xu and Shiqing Fu.

Ms. Lin Xu has been  serving  since 1990 as Vice  General  Manager of  Chongqing
Electric Wire & Cable Co. In this role,  Ms. Xu has been  responsible  for sales
and human  resources.  Ms. Xu does not  serve in any  directorship  roles of any
other public company.  Ms. Xu graduated from Central  Communist Party College in
2000, with a bachelor's degrees in politics.


                                      - 20 -
<PAGE>

Ms. Shiqing Fu is a licensed  accountant  practicing in Chongqing,  China.  From
2001until  February  2004,  Ms. Fu served as Vice  General  Manager of Chongqing
Deheng  Securities  Ltd..  In this role she was  responsible  for the day to day
operations of the company.  In February 2004 Ms. Fu assumed her current position
of General Manager of Chongqing  Jiarun  Accounting  Office Ltd., where her role
has been to  manage  operations  of the  company.  Ms.  Fu does not serve in any
directorship roles of any other public company.

Each  director of Pay88 serves for a term of one year or until the  successor is
elected at Pay88's  annual  shareholders'  meeting and is qualified,  subject to
removal by Pay88's  shareholders.  None of the above persons has been affiliated
with any company that has filed for bankruptcy within the last five years. There
were no transactions during the last two years, or any proposed transactions, to
which Pay88 was or is to be a party, in which any of the above persons had or is
to have a direct or indirect material  interest.  None of the directors of Pay88
have any  family  relationships  with any of the other  directors  or  executive
officers of Pay88.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of business acquired.

         (1)  Report of Independent Registered Accounting Firm
         (2)  Balance Sheets
         (3)  Statements of Operations
         (4)  Statements of  Stockholders'  Equity (Deficit)
         (5)  Statements  of Cash  Flows
         (6)  Notes to the  Financial Statements

(b) Pro forma financial information.

         (1)  Pro Forma Balance Sheet
         (2)  Pro Form Statement of Operations

(c) Exhibits:

         Exhibit 4.1  Certificate   of   Designation,  filed  with   the  Nevada
         Secretary of State on September 5, 2006

         Exhibit 10.1 Share  Purchase   Agreement,  dated   September  5,  2006,
         Pay88, Inc., Chongqing Qianbao Technology Ltd., Ying Bao, and Chongqing
         Yahu Information Development Co., Ltd.

         Exhibit 10.2 Sales Contract 3-1,  dated July 3, 2006, between Chongqing
         Yinxin Realty  Development Ltd. and_Chongqing  Qianbao Technology Ltd.,
         for  the  purchase  of  offices  located  at No. 78 1st Yanghe Village,
         Jiangbei District, Chongqing, China.


                                      - 21 -
<PAGE>

         Exhibit 10.3 Sales Contract 3-2, dated July 3, 2006,  between Chongqing
         Yinxin Realty  Development Ltd. and_Chongqing Qianbao  Technology Ltd.,
         for  the  purchase  of  offices  located  at No. 78 1st Yanghe Village,
         Jiangbei District, Chongqing, China.

         Exhibit 10.4 Sales Contract 3-2, dated  July 3, 2006, between Chongqing
         Yinxin  Realty  Development Ltd. and_Chongqing Qianbao Technology Ltd.,
         for  the  purchase  of  offices  located at No. 78 1st  Yanghe Village,
         Jiangbei District, Chongqing, China.


                                      - 22 -
<PAGE>

                                   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:  September 5, 2006


                                     - 23 -
<PAGE>

                   [SELIGSON & GIANNATTASIO, LLP LETTERHEAD]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Chongqing Qianbao Technology Ltd.
Chongqing, China

We  have audited the accompanying  balance sheet of Chongqing Qianbao Technology
Ltd. (a Chinese  development  stage company) as of June 30, 2006 and the related
statements  of   operations   and   comprehensive   loss  and  changes  in   the
stockholders'  equity  and cash flows  for the  period  April 24,  2006 (date of
inception) to June 30, 2006. These financial  statements are the  responsibility
of the Company's  management.  Our  responsibility  is to  express an opinion on
these financial statements based on our audit.


We conducted our audit in accordance  with Public Company  Accounting  Oversight
Board  (United  States).  Those  standards  require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.


In our opinion,  the financial  statements referred to above present fairly, in
all material  respects,  the financial  position of Chongqing Qianbao Technology
Ltd. as of June 30, 2006 and the  results of its  operations  and its cash flows
for the period April 24, 2006 (date of inception) to June 30, 2006 in conformity
with accounting principles generally accepted in the United States of America.

/s/ Seligson & Giannattasio, LLP

Seligson & Giannattasio, LLP
White Plains, New York
August 1, 2006


                                      - 24 -
<PAGE>

                       CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30,2006

<TABLE>
<CAPTION>

                                                              June 30,
                                                                2006
                                                             ---------
<S>                                                          <C>

ASSETS

Current assets:
    Cash and cash equivalents                                $ 353,777
                                                             ---------

        Total current assets                                   353,777
  Office equipment - net of accumulated depreciation of $147     4,431

Other assets:
  Deposit on office space in contract                          358,389
                                                             ---------
Total assets                                                   716,597
                                                             =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accrued expenses                                         $  46,254
                                                             ---------

        Total current liabilities                               46,254

Other liabilities:
    Employee bond payable                                          311
                                                             ---------

        Total liabilities                                       46,565
                                                             ---------
Stockholders' equity:
    Registered capita1                                         362,790
    Additional paid-in capital                                 358,674

   Deficit accumulated during the development stage            (51,296)

   Accumulated other comprehensive loss:
    Foreign currency translation adjustments                      (136)
                                                             ---------

      Total stockholders' equity                              (670,032)
                                                             ---------

      Total liabilities and stockholders' equity             $ 716,597
                                                             =========
</TABLE>

See notes to financial statements.


                                     - 25 -
<PAGE>

                        CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>

                                              For the Period
                                              April 24,2006
                                            (Date of Inception)
                                             to June 30, 2006
                                            -------------------
<S>                                         <C>
Operating expenses:
    Depreciation                            $              147
    License and permit                                     206
    Office expenses                                         85
    Payroll and related overhead                        10,397
    Professional fees                                   40,101
    Telephone                                              611
                                            ------------------

Total operating expenses                                51,547
                                            ------------------

(Loss) from operations                                 (51,547)

Other income:
    Interest income                                        251
                                            ------------------
Net (loss)                                  $          (51,296)
                                            ==================

Other comprehensive loss:
Net loss                                    $          (51,296)
Foreign currency translation adjustments                  (136)
                                            ------------------

 Total comprehensive loss                   $          (51,432)
                                            ==================

</TABLE>

See notes to financial statements.


                                     - 26 -
<PAGE>

                        CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       FOR THE PERIOD APRIL 24, 2006 (DATE OF INCEPTION) TO JUNE 30, 2006

<TABLE>
<CAPTION>

                                                                 Deficit
                                                               Accumulated       Foreign
                                                 Additional     During the       Currency
                                   Registered      Paid-in     Development     Translation
                                     Capital       Capital        Stage        Adjustments       Total
                                   --------------------------------------------------------------------
<S>                                <C>           <C>           <C>             <C>             <C>

Balances April 24, 2006            $        --   $      --     $        --      $        --    $     --
Proceeds from initial investment       362,790                                                  362,790
Proceeds from an additional
   investment                                      358,674                                      358,674
Net loss                                                           (51,296)                     (51,296)
Foreign currency translation
   adjustment                                                                          (136)       (136)
                                   --------------------------------------------------------------------
Balances June 30, 2006              $  362,790    $358,674     $   (51,296)     $      (136)   $670,032
                                   ====================================================================

</TABLE>

See notes to financial statements


                                     - 27 -
<PAGE>

                        CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                      For the Period
                                                      April 24, 2006
                                                    (Date of Inception)
                                                     to June 30, 2006
                                                    -------------------
<S>                                                 <C>

OPERATING ACTIVITIES                                $           (51,296)
Net (loss)
Adjustments  to reconcile net (loss) to net
cash  provided  (used) by operating activities:
     Depreciation                                                   147
Changes in operating assets and liabilities:
     Accrued expenses                                            46,254
     Employee bond payable                                          311
                                                    -------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                         (4,584)
                                                    -------------------

INVESTING ACTIVITIES
     Purchase of office equipment                                (4,578)
     Deposit on office space in contract                       (358,389)
                                                    -------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                       (362,967)
                                                    -------------------

FINANCING ACTIVITIES
    Registered capital contribution                             362,790
    Additional paid-in capital contribution                     358,674
                                                    -------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                        721,464
                                                    -------------------

CASH EFFECT OF CURRENCY FLUCTUATIONS                               (136)
                                                    -------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS                         353,777


CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      0
                                                    -------------------


CASH AND CASH EQUIVALENTS AT END OF PERIOD          $           353,777
                                                    ===================

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the period for:
Interest                                            $                --
                                                    ===================
Income taxes                                        $                --
                                                    ===================

</TABLE>

See notes to financial statements.


                                     - 28 -
<PAGE>

                        CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

      Business Activity

      Chongqing  Qianbao  Technology  Ltd.  (the "Company")  was incorporated on
      April 24, 2006 in Chongqing, China.  The  Company  intends  to build a web
      distribution platform and to  provide  effective  services for  connecting
      diversified service providers  and consumer product suppliers to retailers
      and consumers.

      Development Stage Company

      The  Company  is considered a development stage company and had no revenue
      as of June 30, 2006. According  to  SFAS No. 7, the start-up costs and the
      other  costs incurred during the current period with no discernible future
      benefits were charged to current expenses.


      The company has prqjected that  it  will have its first revenue by the end
      of third calendar quarter of 2006,  or  early  part of the fourth calendar
      quarter.

      Use of Estimates

      The  preparation  of  financial  statements  in  conformity with generally
      accepted accounting principles  requires  management to make estimates and
      assumptions that affect  the amounts  reported in the financial statements
      and accompanying notes. Actual results could  differ from those estimates.

      Cash and Cash Equivalents

      All  short-term  investments  purchased with a maturity of three months or
      less are classified as cash equivalents.

      Fixtures  and  Equipment

      Fixtures and  equipment  are  stated  at cost. The  costs of additions and
      betterments are capitalized and expenditures  for  repairs and maintenance
      are expensed in the period incurred. When items  of property and equipment
      are sold or retired, the related  costs and  accumulated  depreciation are
      removed from the accounts and any gain or loss is included in income.


      Depreciation of fixtures is  calculated utilizing the straight-line method
      over a seven-year period. Depreciation  of computers  and  the  server  is
      calculated utilizing the straight-line method over a five-year period.


                                     - 29 -
<PAGE>

                        CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES -(Continued)

      Fair Value of Financial Instruments

      The carrying  value  of  cash in  bank  and  on hand, and accrued expenses
      approximates their  fair  values  because  of their short-term nature. The
      carrying value of  employee bond  payable  and  deposit on office space in
      contract are equal to the amount of cash collected and expended.

      Income Taxes

      No provision has been made for corporation income taxes due to the current
      loss. In addition, no future tax benefit has been calculated. According to
      the tax regulation  of China,  the amount  of loss that will carry over to
      the next tax period should be assessed and  approved by the tax regulation
      agency. The maximum carry over period is five years.

NOTE 2 - DEPOSIT ON OFFICE SPACE IN CONTRACT

      Chongqing Yahu Information Development Co., Ltd., a 99% shareholder of the
      Company, contracted with Chongqing  Yin  Xin Real  Estate  Development Co.
      Ltd. to  purchase the office  space on  behalf  of the  Company located at
      No.78, 1(st) Yanghe Village,  Jiangbei  District, Chongqing,  China. Total
      prepayment amounted to  $358,389 (2,865,066 Chinese Yuan),  which included
      initial build out expense of $10,007  (80,000 Chinese Yuan). The  purchase
      contract did not  finalize  until  July 3, 2006 (the date  of  receipt  of
      official receipts under the name of Chongqing Qianbao Technology Ltd.). As
      of June  30, 2006,  the  amount of  $358,389 (2,865,066 Chinese Yuan)  was
      recorded  as  "Deposit on office space  in contract".  This amount will be
      reclassified to Fixed Asset after  the Company receives the legal document
      of ownership.

NOTE 3 - EMPLOYEE BOND PAYABLE

      The Company withholds 10% of the gross payroll  from  certain employees in
      order  to  protect  itself  from  malpractice  charges  arising  from  the
      performance by the employees  and  resignation  of these employees without
      proper advance notification. The Company will return  the  withheld amount
      plus interest to those employees who leave  in  good  standing. As of June
      30, 2006, the total withheld amount was $311 (2,490 Chinese Yuan).


                                     - 30 -
<PAGE>

                        CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - SHAREHOLDERS' EQUITY

      The Company is  owned  by  two  shareholders:  Chongqing  Yahu Information
      Development Co.,  Ltd,  ("Yahu"),  a  99% shareholder  and  Mr.  Ying Bao,
      ("Bao"),  a 1% shareholder.  According  to  the "Investment  Agreement  of
      Setting-up  a  Ltd. Company", Yahu contributed $349,541 (2,800,000 Chinese
      Yuan) and  Bao contributed  $12,484 (100,000 Chinese Yuan)  to  Registered
      capital.  In addition,  Yahu contributed $358,389 (2,865,066 Chinese Yuan)
      and Bao  contributed  $285  (2,278 Chinese  Yuan)  to  Additional  paid-in
      capital.

NOTE 5 - REGISTERED CAPITAL

      According to  Chinese  Corporate  Law, the shareholders have to contribute
      stated registered capital into the company.  If there is any change in the
      registered  capital.  the  company  has   to reregister its capital with a
      government agency. Currently, there  is no  common  stock  issued for this
      privately held company.

NOTE 6 - CONCENTRATION OF CREDIT RISK

      The  Company  maintains  its  cash  balance  in  Minsheng  Bank  in China.
      Currently,  no  deposit  insurance  system  has  been  set  up  in  China.
      Therefore, the  Company  will  bear  a  risk  if  Minsheng  Bank  goes  to
      bankruptcy. As of June 30, 2006, the  Company's uninsured cash balance was
      $352,480 (2,817,833 Chinese Yuan).


      The financial position and operations  of  the   Company  are  recorded in
      Chinese Yuan (see NOTE 8).  Therefore,  exchange rate  fluctuations  could
      affect the future business operations of the Company.

NOTE 7 - COMMITMENTS

      On June 8, 2006, the Company signed a Letter of Intent ("LOI") with Pay88,
      Inc., a US publicly traded company listed in the Over-the-Counter Bulletin
      Board. According to the LOI, Pay88, Inc. would purchase the certain assets
      of the Company in exchange for an agreed-upon amount of preferred stock of
      Pay88, Inc. The  transaction  is  subject to  the  completion  of  the due
      diligence examination and is expected to  close  on or  before October 31,
      2006. The  Company's Chairman  of the Board of Directors is the brother of
      the Chief Executive Officer of Pay88, Inc.


                                     - 31 -
<PAGE>

                        CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 8 - FOREIGN CURRENCY TRANSLATION

      The  financial  statements  of the  Company  are  translated  pursuant  to
      Statement  of  Financial  Accounting  Standards  (SFAS)  No. 52 -" Foreign
      Currency Translation." In accordance  with  the  provisions of SFAS No. 52
      the functional currency for the Company's foreign operations  is the local
      currency. The Company is located and operating  in China. Chinese  Yuan is
      the functional currency.  Assets  and  liabilities  are  translated at the
      current rate of  exchange  and income  and  expenses are translated at the
      average exchange rate for the period. Foreign  exchange rates from Federal
      Reserve Statistical Release were used. At June 30, 2006, the exchange rate
      was 1CNY = 0.125 1 US$. During April, May and June,  the quarterly average
      exchange rate was ICNY = 0.1248US$. The resulting  translation adjustments
      are recorded as a separate component of stockholders' equity.

NOTE 9 - RELATED PARTY TRANSACTIONS

      The Company purchased computer equipment, in  the amount of $4,578 (36,598
      Chinese Yuan) from ChongqingYahu  Information  Development Co. Ltd., a 99%
      shareholder  of the Company. The  purchase  price  of  the  equipment  was
      assessed and decided by an independent third party.


                                     - 32 -
<PAGE>

                                   PAY88, INC.
                    UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed  consolidated  financial information
reflects Pay88,  Inc.'s ("Pay88")  acquisition of Chongqing  Qianbao  Technology
Ltd. ("Qianbao").  The Unaudited Pro Forma Condensed  Consolidated Balance Sheet
gives effect to Pay88's purchase of 100% of the registered capital of Qianbao on
August 31, 2006 and  certain  adjustments  pertaining  to the  treatment  of the
purchase  as a reverse  acquisition  and  recapitalization  of Qianbao as if the
acquisition had occurred on June 30, 2006. As consideration for the acquisition,
Pay88  issued to  Qianbao's  stockholders  5,000,000  shares  of Pay88  Series A
Preferred Stock,  convertible into 14,000,000  shares of Pay88 common stock. The
holders  of shares of Series A  Preferred  Stock are  entitled  to the number of
votes  equal to the number of shares of common  stock into which such  shares of
Series A Preferred Stock could be converted.  With the issuance of the 5,000,000
shares of Pay88 Series A Preferred  Stock,  Qianbao's  stockholders  have voting
control of Pay88 (approximately 58%) and therefore the acquisition was accounted
for as a reverse acquisition.

The  Unaudited  Pro  Forma  Condensed   Consolidated  Financial  Information  is
presented for informational purposes only and does not purport to represent what
Pay88's financial position and results of operations would actually have been if
the  aforementioned  events had  occurred  on the date  specified  or to project
Pay88's financial  position at any future date.  Pay88's statement of operations
for the six months  ended June 30, 2006 has not been  included in the  unaudited
pro forma condensed consolidated financial information.  The Unaudited Pro Forma
Condensed  Consolidated Financial Information should be read in conjunction with
the Qianbao historical  financial  statements,  and the notes thereto,  included
elsewhere herein.


                                     - 33 -
<PAGE>

                            PAY88, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                    Chongqing
                                                                     Qianbao        Proforma  Adjustments       Proforma
                                                   Pay88, Inc    Technology Ltd.     Debit      Credit          Balances
                                                   -----------------------------    ---------------------       --------
<S>                                                <C>           <C>                 <C>      <C>               <C>

ASSETS

Current Assets:

  Cash and Cash Equivalents                        $    4,709    $       353,777                                $358,486
                                                   -----------------------------    ---------------------       --------

    Total Current Assets                                4,709            353,777                                 358,486

Property and Equipment - net                               --              4,431                                   4,431

Deposit on Office Space in contract                        --            358,389                                 358,389
                                                   -----------------------------    ---------------------       --------

TOTAL ASSETS                                       $    4,709    $       716,597    $     --  $        --       $721,306
                                                   =============================    =====================       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

  Accrued Expenses                                 $   23,791    $        46,254                                $ 70,045
  Loans Payable - Related Party                        66,522                 --                                  66,522
                                                   -----------------------------    ---------------------       --------

    Total Current Liabilities                          90,313             46,254          --         --          136,567

Note Payable - Related Party                           80,385                 --                                  80,385

Employee Bond Payable                                      --                311                                     311
                                                   -----------------------------    ---------------------       --------

     Total Liabilities                                170,698             46,565          --         --          217,263
                                                   -----------------------------    ---------------------       --------

COMMITMENTS AND CONTINGENCIES

Stockholders' Equity:

 Preferred Stock, $.001 par value                          --                 --                    5,000 1        5,000
 Common Stock, $.001 par value                         10,000                 --                                  10,000
 Registered Capital                                                      362,790 2   362,790                          --
 Additional Paid-in Capital                            38,001            358,674 1     5,000      148,800 2      540,475
 Deficit Accumulated During the Development Stage    (213,990)           (51,296)                 213,990 2      (51,296)
 Accumulated Other Comprehensive Loss:                                                                                --
  Foreign Currency Translation Adjustments                 --               (136)                                   (136)
                                                   -----------------------------    ---------------------       --------

     Total Stockholders' Equity (Deficit)            (165,989)           670,032     367,790      367,790        504,043
                                                   -----------------------------    ---------------------       --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    4,709    $       716,597    $367,790  $   367,790       $721,306
                                                   =============================    ======================       ========

</TABLE>


                                     - 34 -
<PAGE>

                            PAY88, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                     **Chongqing
                                                                       Qianbao        Proforma   Adjustments   Proforma
                                                      Pay88, Inc   Technology Ltd.     Debit       Credit      Balances
                                                      ----------------------------    ----------------------   --------
<S>                                                   <C>          <C>                <C>        <C>           <C>

Net Revenues:                                         $       --     $          --    $     --   $        --   $     --
                                                      ----------------------------    ----------------------   --------


Costs and Expenses:

   Professional Fees                                          --            40,101                               40,101
   Other General and Administrative Expenses                  --            11,446                               11,446
                                                      ----------------------------    ----------------------   --------

     Total Costs and Expenses                                 --            51,547          --            --     51,547
                                                      ----------------------------    ----------------------   --------

Loss from Operations before Other Income (Expenses)           --           (51,547)         --            --    (51,547)
                                                      ----------------------------    ----------------------   --------

Other Income (Expense):

   Interest Income                                            --               251                                  251
   Interest Expense - Related Party                           --                --                                   --
                                                      ----------------------------    ----------------------   --------

     Total Other Income (Expense)                             --               251          --            --        251
                                                      ----------------------------    ----------------------   --------

Net Loss                                              $       --     $     (51,296)   $     --   $        --   $(51,296)
                                                      ============================    ======================   ========

</TABLE>



** For the Period April 24, 2006 (Date of Inception) through June 30, 2006


                                     - 35 -
<PAGE>

                                   PAY88, INC.
                         UNAUDITED PRO FORMA ADJUSTMENTS

<TABLE>
<CAPTION>

                                                                                          Debit        Credit
                                                                                        ---------    ----------
<S>                                                                                     <C>          <C>

1.    Additional paid-in capital                                                         $  5,000
               Series A Preferred Stock                                                               $   5,000

      To record the issuance of  5,000,000  shares of Pay88,  Inc.  ("Pay88")
      Series A Preferred Stock,  which is convertible into 14,000,000  shares
      of Pay88 common stock, in exchange for 100% of the outstanding  capital
      stock of Chongqing Qianbao Technology Ltd. ("Qianbao").

      Since  the  stockholders  of  Qianbao  have  voting  controls  of Pay88
      (approximately  58%),  the  acquisition  has  been  accounted  for as a
      reverse acquisition under the purchase method of business  combination.
      The combination of the two companies is recorded as a re-capitalization
      of Qianbao  pursuant  to which  Qianbao  is  treated as the  continuing
      entity.

2.    Registered Capital                                                                 362,790
           Deficit Accumulated in the Development Stage                                                 213,990
           A dditional paid-in capital                                                                  148,800


</TABLE>

         To  eliminate  the  registered  capital of Qianbao and the  accumulated
         deficit of Pay88.


                                     - 36 -
{"company-data": {"conformed-name": "PAY88", "cik": "0001338360", "assigned-sic": "5099", "irs-number": "203136572", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51793", "film-number": "061076297"}, "business-address": {"street1": "1053 NORTH BARNSTEAD ROAD", "city": "BARNSTEAD", "state": "NH", "zip": "03225", "phone": "603 776 6044"}, "mail-address": {"street1": "1053 NORTH BARNSTEAD ROAD", "city": "BARNSTEAD", "state": "NH", "zip": "03225"}}
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 5, 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)

              -----------------------------------------------------
          (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))

                                      - 1 -
Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On September  5, 2006,  Pay88,  Inc.  ("Pay88")  entered  into a Share  Purchase
Agreement (the "Share Purchase  Agreement")  with Chongqing  Qianbao  Technology
Ltd.,  a limited  liability  company  organized  under the laws of the  People's
Republic of China ("Qianbao"),  Ying Bao ("Bao"), and Chongqing Yahu Information
Development Co., Ltd., a limited  liability  company organized under the laws of
the People's  Republic of China  ("Yahu";  and  together  with Bao, the "Qianbao
Shareholders").  Pursuant  to the  Share  Purchase  Agreement,  Pay88  agreed to
acquire  Qianbao at a closing held  simultaneously  therewith by purchasing from
the Qianbao  Shareholders all of their respective shares of Qianbao's registered
capital stock,  which  represent 100% of the issued and  outstanding  registered
capital stock of Qianbao.  In consideration  therefor,  Pay88 agreed to issue to
the Qianbao  Shareholders  an  aggregate of  5,000,000  shares of the  Company's
Series A  Convertible  Preferred  Stock,  to be  allocated  between  the Qianbao
Shareholders as follows:  4,950,000 shares to Yahu and 50,000 shares to Bao. Mr.
Tao Fan, a brother of Mr. Guo Fan, a director and officer of Pay88, is the Chief
Executive Officer of Yahu and owns 5% of its issued shares of capital stock.

For all the terms of the Share Purchase  Agreement,  reference is hereby made to
such  agreement  annexed  hereto as Exhibit  10.2.  All  statements  made herein
concerning such agreement are qualified by references to said exhibit.

Section 2.  Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure set forth above under Item 1.01 (Entry into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 2.01.

The  transactions   contemplated   under  the  Share  Purchase   Agreement  were
consummated  at a closing  held on  September  5,  2006.  Pursuant  to the Share
Purchase Agreement, at the closing Pay88 purchased from the Qianbao Shareholders
all of the issued and outstanding  shares of registered  capital of Qianbao.  In
exchange  therefor,  Pay88  issued to the Qianbao  Shareholders  an aggregate of
5,000,000  shares of the Company's Series A Convertible  Preferred Stock,  which
were allocated between the Qianbao Shareholders as follows:  4,950,000 shares to
Yahu and 50,000 shares to Bao. Mr. Tao Fan, a brother of Mr. Guo Fan, a director
and officer of Pay88, is the Chief Executive  Officer of Yahu and owns 5% of its
issued shares of capital stock.

Each share of Series A Convertible Preferred Stock is convertible, at the option
of the holder thereof, into 2.8 shares of Pay88's common stock. Accordingly, the
Series  A  Convertible  Preferred  shares  owned by Yahu  are  convertible  into
13,860,000  shares  (representing  57.7%) of the issued and  outstanding  common
stock,  and  the  Series  A  Convertible  Preferred  Shares  owned  by  Bao  are
convertible  into  140,000  shares   (representing   0.6%)  of  the  issued  and
outstanding  common  stock.  The  holders  of  shares  of  Series A  Convertible
Preferred  Stock are  entitled to vote  together  with the holders of the common
stock, as a single class,  upon all matters submitted to holders of common stock
for a vote.  Each  share of Series A  Convertible  Preferred  Stock will carry a
number of votes  equal to the number of shares of common  stock  issuable  as if
converted at the record date. As such, Yahu and Bao hold approximately 57.7% and
0.6%,  respectively,  of the total combined voting power of all classes of Pay88
stock entitled to vote.

                                      - 2 -
DESCRIPTION OF BUSINESS

As used in this Form 8-K, references to the "Company," "we," "our" or "us" refer
to Pay88, Inc. and our subsidiary, Chongqing Qianbao Technology Ltd., unless the
context  otherwise  indicates. "Pay88" refers to Pay88, Inc. "Qianbao" refers to
our subsidiary, Chongqing Qianbao Technology Ltd.

Forward Looking Statements

This  Current   Report  on  Form  8-K  contains   forward-looking   information.
Forward-looking  information  includes  statements  relating to future  actions,
future   performance,   costs  and   expenses,   interest   rates,   outcome  of
contingencies,  financial condition, results of operations,  liquidity, business
strategies,  cost savings,  objectives of management,  and other such matters of
the Company.  The Private  Securities  Litigation  Reform Act of 1995 provides a
"safe harbor" for forward-looking  information to encourage companies to provide
prospective  information about themselves  without fear of litigation so long as
that  information  is  identified  as  forward-looking  and  is  accompanied  by
meaningful cautionary statements  identifying important factors that could cause
actual results to differ  materially  from those  projected in the  information.
Forward-looking  information  may be included in this Current Report on Form 8-K
or may be  incorporated  by  reference  from  other  documents  filed  with  the
Securities and Exchange Commission (the "SEC") by us. You can find many of these
statements by looking for words including,  for example,  "believes," "expects,"
"anticipates," "estimates" or similar expressions in this Current Report on Form
8-K or in documents  incorporated  by  reference in this Current  Report on Form
8-K. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events.

We have based the  forward-looking  statements  relating  to our  operations  on
management's current expectations,  estimates,  and projections about us and the
industry in which we operate.  These  statements  are not  guarantees  of future
performance  and involve risks,  uncertainties  and  assumptions  that we cannot
predict. In particular,  we have based many of these forward-looking  statements
on assumptions about future events that may prove to be inaccurate. Accordingly,
our actual  results  may differ  materially  from  those  contemplated  by these
forward-looking  statements.  Any  differences  could  result  from a variety of
factors, including, but not limited to general economic and business conditions,
competition, and other factors.

                                      - 3 -
A.       Our History

         1.       History of Pay88

Pay88 was  incorporated  on March 22, 2005 under the name  "Pay88,  Ltd." in the
State of New Hampshire. We subsequently decided to reincorporate in the State of
Nevada by merging  with and into Pay88,  Inc., a Nevada  corporation  formed for
such purpose on July 7, 2005. Such merger was effectuated on August 9, 2005.

Pay88 is a development  stage company.  Prior to our acquisition of Qianbao,  we
were  focused  on  becoming  involved  in the  business  of  facilitating  money
transfers  from the United States to China.  Pay88 has not commenced  operations
other than in connection  with the execution of the license  agreement with Yahu
described below and the acquisition of Qianbao described herein.

Money  transfers are transfers of funds between  consumers  from one location to
another.  Our goal is to offer persons in the United States near  instantaneous,
efficient and secure online money transfer services to China. In a typical money
transfer,  we  anticipate  that a customer  located in the  United  States  will
conduct money transfer  transactions  on the internet via our website,  which we
intend to develop.  Utilizing  our  website,  which has yet to be  developed,  a
customer will transfer money using a credit card or a debit from a bank account.
The  customer  will be able to visit our web site and use his or her credit card
to credit his or her account for the amount of money that the  customer  desires
to  transfer  to  a  designated  recipient  in  China.  Immediately  after  such
transaction over the internet, the recipient's account in China will be credited
with the funds.  Then the recipient can go to its bank in China and withdraw the
money. When the customer initiates the transfer, the software will inform him as
to the amount of fees we are to be paid as a result of the transaction.  The fee
paid to us  from  the  sending  customer  will  be  based  on the  amount  to be
transferred  and the location at which the funds are to be  received.  We expect
our money transfer  revenues to be derived  primarily from consumer  transaction
fees and revenues from currency exchange on international money transfers.

Any  on-line   financial  service  provider  requires  quality  software  to  be
financially and commercially successful.  Optimally, the software should be easy
to use for the  consumer,  have the ability to interact  with relative ease with
other  businesses  and  financial  institutions,  and must be  secure  enough to
accommodate the strict internet  security  regulations of both the United States
and  China.  In our  initial  stages we had to make the  decision  to develop an
internal  software  system or attempt to partner with an entity that had already
developed the software technology.  Due to the time frame that would be required
to develop the software  and the  corresponding  costs that would be  associated
with such an  undertaking,  we made the decision to seek out and utilize a third
party that would  accommodate our needs.  Specifically,  we wanted the system to
address the following  requirements:  experience in the China marketplace;  real
time  transactions;  ease of use;  reliable  and detailed  account  information;
system  expandability;  internet based;  where no bank/credit card is available,
payment can be made when  client  deposits  money with a  financial  institution
which  holds  the  money  for  the  client  (knows  as an  electronic  purse)  ;
transactions and transaction data be encrypted with the state-of-the-art network
security technology;  free registration;  low cost of transaction;  and on-going
technical assistance and support.

                                      - 4 -
On  August 3,  2005,  we  entered  into a five year  agreement  with Yahu  which
satisfies  all the  above  parameters.  Pursuant  to such  agreement,  Yahu will
provide the system  software to us. We hope that this  agreement  will assist us
towards establishing us as a quality internet money transfer service provider.

Mr. Tao Fan, a brother of Mr. Guo Fan, a director  and officer of Pay88,  is the
Chief  Executive  Officer  of Yahu and owns 5% of its  issued  shares of capital
stock.  Yahu is a member  of CECA  (China  Electronic  Commerce  Association)  a
nationwide organization in the electronic commerce field in China. Yahu has over
650 commercial users and over 250,000  individual users. The agreement  provides
for two  services  to be  provided  to us by  Yahu.  The  first  service  is the
provision  of all  proprietary  software  needed to  effectuate  fund  transfers
between  the United  States and China.  The  second  service to be  provided  is
technical  assistance in the areas of installation  and future product  support.
This support includes  assistance with all technical  aspects of the software as
well as problem resolution and general inquiries.  Both of these services are to
be  provided  to us by Yahu for a  licensing  fee that is based  upon 20% of the
gross fund transfer  revenues.  The fee is payable on a quarterly basis. The use
of the software will enable us to provide wire  transfers from the United States
to China.

On June 8,  2006,  we  entered  into a binding  Letter of Intent  with  QianBao.
Pursuant to the Letter of Intent,  the  Company and QianBao  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  we will  have
purchased from QianBao  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,  we agreed
to issue to  QianBao  shares  of our  preferred  stock,  whose  preferences  and
conversion rights were to have been negotiated between us and QianBao.

During the course of our  negotiations  with Qianbao,  it was determined that we
would acquire Qianbao by purchasing all of the issued and outstanding  shares of
registered  capital from its stockholders  instead of purchasing its assets.  As
discussed  above,  on  September  5,  2006,  we  entered  into a Share  Purchase
Agreement,  pursuant to which we acquired  Qianbao at a closing held on the same
date by  purchasing  from the  stockholders  of  Qianbao  all of the  issued and
outstanding  shares of Qianbao's  registered  capital.  In consideration for the
sale of their shares of Qianbao,  the  stockholders  of Qianbao  received in the
aggregate 5 million newly issued  shares of the  Company's  Series A Convertible
Preferred Stock.

         2.       History of Qianbao

Qianbao was  incorporated on April 24, 2006,  under the name "Chongqing  Qianbao
Technology Ltd." under the laws of the People's Republic of China.  Qianbao is a
development  stage  company and has not had any business  operations or revenues
since its inception.  Qianbao intends to build one or more internet  websites on
which it will operate a distribution platform through which various suppliers of
consumer  products will be able to offer their products for sale to consumers or
retailers  visiting such websites.  Qianbao  currently has one internet website:
http://www.iamseller.com.  At present,  the main products intended to be offered
for sale on such website include the following:  prepaid game cards, which allow
the holder  thereof  to play  online  games for the  designated  allotted  time;
prepaid calling cards;  and prepaid study cards,  which allow the holder thereof
to use  online  software  that  assists  in the  learning  of  various  subjects
including Chinese,  English and cooking.  Qianbao expects to generate revenue by
earning  commissions  on the sales of such products and other products made from
its website.  The commission will be a percentage of the revenues generated from
such sales;  the specific amount of such  percentage will be negotiated  between
Qianbao and each supplier of products sold on Qianbao's website.

                                      - 5 -
On July 3,  2006,  Qianbao  purchased  an office  located  at No. 78 1st  Yanghe
Village, Jiangbei District,  Chongqing,  China for a purchase price of $358,389.
Such office serves as Qianbao's executive offices.

B.       Our Business

Following our acquisition of Qianbao, we intend to focus on both of lines of our
business.  We will continue our efforts to develop our money transfer  business.
In addition,  through our subsidiary,  Qianbao,  we will focus on our efforts to
engage in the sale of consumer products through Qianbao's website.

         1.       Our Money Transfer Business

We hope to be able to facilitate  secure online money transfer services from the
United States to China.  We would like to initially focus our services to people
within the United States seeking to wire transfer money to China.  Therefore, we
hope to build and execute a marketing  campaign  that  targets  areas within the
United States that has a large population of Chinese  expatriates.  Once we have
sufficient  funds,  we intend to employ various  methods of marketing  which may
include internet advertising, telemarketing and commercial advertisements.

As discussed above, on August 3, 2005, we entered into a five (5) year agreement
with Yahu,  pursuant  to which Yahu will  provide to us the  software we need to
process  money  transfers.  We hope that this  agreement  will assist us towards
establishing  us as a quality  internet  money  transfer  service  provider.  We
believe that such software is easy to use for the  consumer,  has the ability to
interact with relative ease with other  businesses  and financial  institutions,
and is secure enough to accommodate the strict internet security  regulations of
both the United  States and China.  We also believe that the software  addresses
the  following  requirements:  experience  in the China  marketplace;  real time
transactions;  ease of use;  reliable and detailed account  information;  system
expandability;  internet based; where no bank/credit card is available,  payment
can be made when client deposits money with a financial  institution which holds
the money for the  client  (knows as an  electronic  purse) ;  transactions  and
transaction  data  be  encrypted  with  the  state-of-the-art  network  security
technology; free registration;  low cost of transaction;  and on-going technical
assistance and support.

                                      - 6 -
We  recognize  that our current  management  and Board of  Directors do not have
sufficient  marketing  experience  to create and execute an effective  marketing
plan.  Accordingly,  it is our  intention to seek out a consulting  firm(s) that
specializes in this arena.  Currently, we are focusing our efforts on developing
a request for proposal for prospective marketing firms. Generally we are seeking
firms with experience in the Chinese American population.

The  electronic  money  transfer  industry  is highly  competitive.  The payment
network we plan to introduce will encounter  strong  competition from many other
banks and money wire transfer  companies,  including many with greater financial
resources than ours.

As the global money transfer market  continues to expand,  we expect there to be
significant  competition from companies  similar to ours, as well as from larger
and more established companies. Our competitors include the following:

Capital Electronic-Store  (Capital Electronic-Store Online Payment Platform) was
founded in March 1999. It is the earliest online payment  service  platform that
implemented online  transactions among multiple banks and multiple regions.  Now
it supports China's 19 banks and 60 plus cards and 4 international  credit cards
for online  payment.  It owns huge  customers  groups  comprised  of  individual
consumers as well asnearly 600 business enterprises and institutions, government
agencies and social organizations.

The IPS of Universal  e-Commerce  China Ltd (IPS) is an internet  payment system
(IPS)  developed by  Universal  Technologies  Holdings  Ltd. Its fast and secure
trade mode has been  widely  accepted.  The system has been  widely used in many
well-known  e-commerce  web  sites.  While  they are not  presently  our  direct
competitors, they possess all the necessary software and regulation requirements
as well as a solid customer base to swiftly become active in our environment.

SmartPay  Jieyin  Limited was funded in 2001. It is a company  devoted to mobile
payments that can be made from a clients' cell phone.  A cell phone user can use
his handset as a payment terminal to pay service or products via Jieyin's mobile
payment  system.  While  we do not  offer  "mobile  payments",  the  ability  to
effectuate a wire transfer is similar in function.

Financial transaction reporting and state banking department  regulations affect
our business.  As a money transmitter,  we must comply with a number of domestic
and international regulatory requirements, including the following:

o   state licensing laws;
o   federal and state anti-money laundering and the federal government's  Office
of Foreign Assets Control ("OFAC") regulations;
o   laws  of  various  foreign  countries regulating  the  ability  to conduct a
money  transfer  business  and  requiring  compliance with anti-money laundering
regulations;
o   state unclaimed property reporting; and
o   state, federal and international privacy laws.

                                      - 7 -
In the United  States,  45 states  require us to be licensed in order to conduct
business within their  jurisdiction.  Requirements  to be so licensed  generally
include minimum net worth, surety bonds,  operational procedures and reserves or
"permissible investments" that must be maintained in an amount equivalent to all
outstanding  payment  obligations  issued  by us.  The state  minimum  net worth
requirements  range from $5,000 to $100,000,  depending on the number of offices
or  agents  within  the  particular  state.  The  types of  securities  that are
considered  "permissible  investments"  vary from state to state,  but generally
include  United  States  government  securities  and  other  highly  rated  debt
instruments.  Most  states  require us to file  reports on a  quarterly  or more
frequent basis,  verifying our compliance with their requirements.  To assist in
obtaining  all required  licenses  the company  anticipates  allocating  $50,000
towards the procurement of the required regulatory licenses. Such funds may come
from the sale of equity and/or debt securities and/or loans.

The  state  of New  Hampshire,  which is the  only  state in which we  currently
conduct business,  does not require us to be so licensed in order to conduct our
business within its jurisdiction.  However,  the legislature of the state of New
Hampshire is currently considering proposed legislation that would require us to
be so licensed.  If such  legislation is passed,  we will have to ensure that we
are in compliance.

The  state  of  China,  which is the only  foreign  state in which we  currently
anticipate  doing  business,  may  impose  new  or  additional  rules  on  money
transfers,  including regulations which (i) prohibit transactions in, to or from
certain  countries,  governments,  nationals and individuals and entities;  (ii)
impose additional identification, reporting or recordkeeping requirements; (iii)
limit the entities  capable of providing  money  transfer  services and sales of
payment  instruments;  (iv) limit or restrict the revenue which may be generated
from money  transfers,  including  revenue  derived from foreign  exchange;  (v)
require additional consumer  disclosures;  or (vi) limit the number or principal
amount of money transfers which may be sent to or from the jurisdiction.

Under the USA Patriot Act, money service  businesses,  including our agents, are
required to establish  anti-money  laundering  compliance programs that include:
internal policies and controls; the designation of a compliance officer; ongoing
employee training; and an independent review function.

Unclaimed  property  laws of every  state  require  that we track  the  relevant
information  on each money order or money  transfer and, if unclaimed at the end
of the statutory abandonment period, that we remit the proceeds of the unclaimed
property to the appropriate  jurisdiction.  State abandonment  periods for money
orders and money  transfers  range from three to seven  years,  while  those for
official checks are generally three to five years. Certain foreign jurisdictions
also may have unclaimed property laws.

In the ordinary  course of our business,  we collect  certain types of consumer
data  and  thus  are   subject  to  privacy   laws.   We  are   subject  to  the
Gramm-Leach-Bliley  Act of 1999 (the "GLB Act"),  which  requires that financial
institutions  have in place policies  regarding the collection and disclosure of
information considered nonpublic personal information.  We intend to comply with
the GLB Act by  posting a privacy  notice on our  website,  as well as posting a
privacy  notice on the forms  completed by  individuals in order to use services
(for  example,  on our  money  transfer  "send"  form).  We also  intend to have
confidentiality/information  security  agreements in place with our  third-party
vendors and service providers to the extent required by the GLB Act.

                                      - 8 -
If we fail to comply with any  applicable  laws and  regulations,  this  failure
could  result in  restrictions  on our  ability  to  provide  our  products  and
services,  as well as the imposition of civil fines and criminal  penalties.  We
need to develop a compliance program to monitor and address legal and regulatory
requirements and developments.

Pay88 does not employ any persons with respect to its money  transfer  business.
All  functions   with  respect  to  our  money  transfer   business,   including
development,  strategy,  negotiations and clerical, are currently being provided
by our officers on a voluntary basis.

2.       The Business of our Subsidiary, Qianbao.

Through  Qianbao,  we intend to build one or more internet  websites on which we
will operate a distribution platform through which various suppliers of consumer
products will be able to offer their products for sale to consumers or retailers
visiting  such   websites.   Qianbao   currently   has  one  internet   website:
http://www.iamseller.com.  At present,  the main products intended to be offered
for sale on such website include the following:  prepaid game cards, which allow
the holder thereof to play online  internet  games for the  designated  allotted
time;  prepaid calling cards; and study cards, which allow the holder thereof to
use online software that assists in the learning of various  subjects  including
Chinese, English and cooking.

We are in the  process  of  arranging  for the  following  companies  to  supply
products  to be sold on  Qianbao's  website:  Shandong  Tianfu  Online  Platform
(supplier of game cards);  Sifang Online Distribution Platform (supplier of game
cards);  Chongqing  Digital  World  (supplier of phone  cards);  Chongqing E Net
Chongqing Sifang (supplier of phone cards); Chongqing Taoxing (supplier of study
cards); and Chongqing Dezheng Technology  Development.  We have not entered into
any agreements with any of such suppliers.

Qianbao  has  many  companies  which  have  financial,  technical  and marketing
resources  significantly   greater   than  those  of  Qianbao.  Qianbao's  major
competitors  include Yun Web, Cobuy, Star  software,  Jun Web, 17173, China card
Net and gotogame.All of these  competitors  have been in  operation for over two
years, while we began our business this year.

Qianbao currently has forty-eight employees,  all of whom are employed on a full
time basis.  Twenty  employees  are  involved  in  technical  operations  of the
company,  twenty are  involved  in sales and  marketing,  and the  remainder  is
involved in human resources and finances.

All employees are employed pursuant to our standard employment  contract,  which
sets  forth the term of the  employment,  duties,  compensation,  and other such
matters.  In addition,  all of our  employees  are required to sign our standard
confidentiality  agreement,  pursuant  to  which  they  agree  to  maintain  the
confidentiality of all proprietary information of our company.

                                      - 9 -
MANAGEMENT'S DISCUSSION AND
                          ANALYSIS OR PLAN OF OPERATION

Plan of Operation

We do not expect to generate any revenues over the next twelve  months.  Through
our subsidiary,  Qianbao, we will focus on developing our internet  distribution
platform on Qianbao's website and to begin selling products on such website.  We
will  also  continue  our  efforts  to  become   involved  in  the  business  of
facilitating money transfers between the United States and China.

As of September 5, 2006, Pay88 has $128,750 in cash. We do not believe that such
funds will be sufficient to effectuate  our plans with respect to both our money
transfer business and Qianbao's business. However, such funds will be sufficient
to effectuate our plans with respect to the business of our subsidiary, Qianbao,
over the next twelve months.

Over the next twelve  months,  Qianbao will continue to focus on developing  its
website,  www.iamseller.com,  and to build other  internet  websites on which it
will operate a distribution platform through which various suppliers of consumer
products will be able to offer their products for sale to consumers or retailers
visiting  such  websites.  Qianbao  will  continue to its efforts to arrange for
suppliers to offer for sale on such website the following products: prepaid game
cards,  which  allow the holder  thereof to play online  internet  games for the
designated  allotted time;  prepaid calling cards; and study cards,  which allow
the holder  thereof to use  online  software  that  assists in the  learning  of
various  subjects  including  Chinese,  English and  cooking.  Qianbao is in the
process of arranging for the following  companies to supply  products to be sold
on Qianbao's website:  Shandong Tianfu Online Platform (supplier of game cards);
Sifang Online Distribution Platform (supplier of game cards);  Chongqing Digital
World (supplier of phone cards);  Chongqing E Net Chongqing  Sifang (supplier of
phone cards); Chongqing Taoxing (supplier of study cards); and Chongqing Dezheng
Technology Development. We have not entered into any agreements with any of such
suppliers.

After  Qianbao's  internet  distribution  platform has been developed and we are
ready to begin selling  products on Qianbao's  website,  we may seek  additional
capital for the purpose of financing  our  marketing  efforts.  We may also seek
additional  capital for the purpose of  financing  our plans with respect to our
money transfer business. We continue to expect to incur a minimum of $250,000 in
expenses in order to effectuate our plans regarding our money transfer business.
We estimate that this will be comprised  mostly of professional  fees including;
$50,000 towards the  procurement of the required  regulatory  licenses,  $75,000
towards the planning of a comprehensive  marketing  campaign and $25,000 towards
addressing technological infrastructure concerns. Additionally, $100,000 will be
needed for general overhead  expenses such as for salaries,  corporate legal and
accounting fees,  office overhead and general working capital.  Accordingly,  we
will have to raise the funds to pay for these expenses.

                                      - 10 -
There can be no  assurance  that  additional  capital  will be  available to us.
Although we  generally  intend to raise  additional  funds,  we have no specific
plans,  understandings  or agreements  with respect to such an offering,  and we
have given no contemplation  with respect to the securities to be offered or any
other  issue with  respect to any  offering.  We may seek to raise the  required
capital  by other  means.  We will have to issue  debt or equity or enter into a
strategic  arrangement  with a third  party.  We currently  have no  agreements,
arrangements  or  understandings  with any person to obtain  funds  through bank
loans, lines of credit or any other sources.  Since we have no such arrangements
or plans  currently  in effect,  our  inability  to raise  funds for a marketing
program  will have a severe  negative  impact on our  ability to remain a viable
company  because  even though we have the  technical  platform  to provide  wire
transfer services, no one will know we can provide these services.

Off Balance Sheet Arrangements

None

                             DESCRIPTION OF PROPERTY

Pay88  currently  maintains its executive  offices at 1053 North Barnstead Road,
Center Barnstead,  NH 03225 in space provided to us by an officer.  We currently
are recognizing a lease expense of $200 per month for this space.

Qianbao maintains its executive  offices at No. 78 1st Yanghe Village,  Jiangbei
District,  Chongqing,  China.  Such office was  purchased  by Qianbao on July 3,
2006, for a purchase price of $358,389.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

The  following  table lists,  as of  September 5, 2006,  the number of shares of
common  stock  beneficially  owned by (i) each  person  or  entity  known to our
Company to be the  beneficial  owner of more than 5% of the  outstanding  common
stock; (ii) each officer and director of our Company; and (iii) all officers and
directors as a group.  Information  relating to  beneficial  ownership of common
stock by our principal  shareholders  and  management is based upon  information
furnished by each person using "beneficial  ownership"  concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a  beneficial  owner of a security  if that  person  has or shares  voting
power, which includes the power to vote or direct the voting of the security, or
investment  power,  which includes the power to vote or direct the voting of the
security.  The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire  beneficial  ownership  within 60 days.
Under the Securities and Exchange  Commission rules, more than one person may be
deemed to be a  beneficial  owner of the same  securities,  and a person  may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial  interest.  Except as noted below, each person has sole
voting and investment power.

                                      - 11 -
The percentages  below are calculated  based on 10,000,000  shares of our common
stock and 5,000,000  shares of our Series A Convertible  Preferred  Stock issued
and  outstanding  as of September 5, 2006. We do not have any other  outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock.
Number of
                                                                               Shares                Percent of
                                                                             Beneficially                Class
         Name of Beneficial Owner                   Class of Stock              Owned             Beneficially Owned
         ------------------------                   --------------           ------------         ------------------
Guo Fan                                                 Common                  7,600,000                        76%
c/o Pay88, Inc.
1053 North Barnstead Road,
Center Barnstead, NH 03225

Gordon Preston                                          Common                    400,000                         4%
c/o Pay88, Inc.
1053 North Barnstead Road,
Center Barnstead, NH 03225

Chongqing Yahu Information
Development Co., Ltd. (1) (2)                           Series A                4,950,000                        99%
c/o Chongqing Qinbao                                  Convertible
Technology Ltd.                                        Preferred
No. 78 1st Yanghe Village
Jiangbei District, Chongqing
China

Lin Xu                                                    NA                            0                         0
c/o Chongqing Qinbao
Technology Ltd.
No. 78 1st Yanghe Village
Jiangbei District, Chongqing
China

Shiqing Fu                                                NA                            0                         0
c/o Chongqing Qinbao
Technology Ltd.
No. 78 1st Yanghe Village
Jiangbei District, Chongqing
China

All  directors  and executive officers                 Common:                  8,000,000                        80%
as  a  group  (four persons)
- 12 -
(1) Each share of Series A Convertible  Preferred Stock is  convertible,  at the
option  of the  holder  thereof,  into  2.8  shares  of  Pay88's  common  stock.
Accordingly,  the  Series  A  Convertible  Preferred  shares  owned  by Yahu are
convertible  into  13,860,000  shares  (representing  57.7%) of the  issued  and
outstanding common stock, and the Series A Convertible Preferred Shares owned by
Bao are convertible  into 140,000 shares  (representing  0.6%) of the issued and
outstanding  common  stock.  The  holders  of  shares  of  Series A  Convertible
Preferred  Stock are  entitled to vote  together  with the holders of the common
stock, as a single class,  upon all matters submitted to holders of common stock
for a vote.  Each  share of Series A  Convertible  Preferred  Stock will carry a
number of votes  equal to the number of shares of common  stock  issuable  as if
converted at the record date. As such, Yahu and Bao hold approximately 57.7% and
0.6%,  respectively,  of the total combined voting power of all classes of Pay88
stock entitled to vote.

(2) The following persons have voting,  investment, and dispositive control over
the shares of Series A Convertible  Preferred  Stock owned by Yahu: Mr. Tao Fan,
who is the Chief  Executive  Officer of Yahu and owns 5% of its issued shares of
capital  stock;  Mr. Ying Bao, who is a Director of Yahu;  Ming Song, who is the
owner of 7.14% of the issued shares of capital stock of Yahu;  Deqiong Qing, who
is the owner of 5.86% of the issued shares of capital stock of Yahu; and Maozhuo
Jiang, who is the owner of 5% of the issued shares of capital stock of Yahu.

                        DIRECTORS AND EXECUTIVE OFFICERS,
                          PROMOTES AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth certain information  regarding the members of our
board of directors and our executive officers as of September 5, 2006:
Name                  Age                Positions and Offices Held
      ---------------------------    --------    --------------------------------------------
Guo Fan                           27         Chairman, President and CEO
      Gordon Preston                    62         Director, Secretary
      Lin Xu                            49         Director
      Shiqing Fu                        41         Director
The business  address  of  our  officers  and directors is c/o Pay88, Inc., 1053
North Barnstead Road, Center Barnstead, NH 03225.

Our directors hold office until the next annual meeting of our  shareholders  or
until their  successors  are duly  elected and  qualified.  Set forth below is a
summary description of the principal  occupation and business experience of each
of our directors and executive officers for at least the last five years.

Mr. Guo Fan has been our Chairman,  President and CEO since we were established.
Since January 2004, Mr. Fan has been the Internet  Operations  Senior Consultant
for ChongQing  Junfang Science  Technology,  a private computer software company
located in Chongqing  China.  In this role, Mr. Fan had developed  operating and
financial  policies and procedures  for the company.  From 2000 through 2003 Mr.
Fan was an officer of Hampstead  Players  Inc., a company  involved in traveling
theater  productions.  From 2003 through  March 2005,  he was the manager of New
Hampshire  Fireworks  Inc., a major  distributor of Chinese  fireworks.  Guo has
received  his  Associate  in Science  Degree  from the New  Hampshire  Technical
Institute (NHTI) in Aug of 1998.

                                      - 13 -
Mr.  Gordon  Preston  has  been a  Director  and  our  secretary  since  we were
established.  Mr.  Preston is a mechanical  engineer with a broad  international
work experience.  Since 2003, Mr. Preston was Elected Selectman  Barnstead,  New
Hampshire  for a three year term.  Mr.  Preston is focusing  his efforts in this
capacity on helping the  community  develop and  implement an economic  recovery
plan.  From May 1992 through  2000 he served as  Marketing  Director of Precious
Metal Industries Ltd. In this position,  Mr. Preston was responsible for dealing
with refinery contracts  throughout the Soviet Union and Eastern Europe. In 2000
he  established  Hampstead  Stage Co. in New  Hampshire,  a  non-profit  company
engaged in traveling  theater  production.  Gordon initially  obtained Degree in
Mechanical Engineering (HND) in the United Kingdom at Derby University in 1961.

Ms. Lin Xu has been  serving  since 1990 as Vice  General  Manager of  Chongqing
Electric Wire & Cable Co. In this role,  Ms. Xu has been  responsible  for sales
and human  resources.  Ms. Xu does not  serve in any  directorship  roles of any
other public company.  Ms. Xu graduated from Central  Communist Party College in
2000, with a bachelor's degrees in politics.

Ms. Shiqing Fu is a licensed  accountant  practicing in Chongqing,  China.  From
2001until  February  2004,  Ms. Fu served as Vice  General  Manager of Chongqing
Deheng  Securities  Ltd..  In this role she was  responsible  for the day to day
operations of the company.  In February 2004 Ms. Fu assumed her current position
of General Manager of Chongqing  Jiarun  Accounting  Office Ltd., where her role
has been to  manage  operations  of the  company.  Ms.  Fu does not serve in any
directorship roles of any other public company.

None of the above  persons has been  affiliated  with any company that has filed
for bankruptcy  within the last five years.  None of the directors of Pay88 have
any family  relationships  with any of the other directors or executive officers
of Pay88.

The Board of Directors has not  established an audit committee and does not have
an audit committee  financial expert.  The Board is of the opinion that an audit
committee is not necessary since the Company has only one two directors,  and to
date such directors have been performing the functions of an audit committee.

Section 16(a) beneficial reporting compliance

Pursuant to Section 16(a) of the  Securities  Exchange Act of 1934 and the rules
issued thereunder,  our directors and executive officers and any persons holding
more than 10% of our common  stock are  required to file with the SEC reports of
their initial ownership of our common stock and any changes in ownership of such
common stock.  Copies of such reports are required to be furnished to us. We are
not aware of any  instances  in fiscal  year  ended  December  31,  2005 when an
executive  officer,  director  or any owner of more than 10% of the  outstanding
shares of our common stock failed to comply with the reporting  requirements  of
Section 16(a) of the Securities Exchange Act of 1934.

                                      - 14 -
Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive,
financial or accounting officer.

                             EXECUTIVE COMPENSATION

Executive Compensation.

Since  inception  on March 22,  2005,  none of our  officers or  directors  have
received or earned any  compensation or bonus for services  rendered.  We do not
maintain key-man life insurance for any of our executive  officers or directors.
We do not have any long-term compensation plans or stock option plans.

Compensation of Directors

During the period  from  March 22,  2005 to  December  31,  2005,  no officer or
director received any type of compensation from our Company for serving as such.
No arrangements  are presently in place regarding  compensation to directors for
their  services  as  directors  or  for  committee   participation   or  special
assignments.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Currently,  we utilize  space that is provided to us by Mr.  Gordon  Preston,  a
director and our Secretary, for a rental fee of $200 per month.

Through  December  31, 2005,  Guo Fan lent us an  aggregate  of $80,385,  and in
consideration  therefore,  we  issued  to  Guo  Fan a  promissory  note,  in the
principal  amount of $80,385.  Said amount bears  interest at the rate of 5% per
annum.  Principal  and  interest  are due and  payable  on August 31,  2008.  In
addition,  Mr. Fan has advanced us an additional  loan in the amount of $36,000.
Such loan bears interest at the rate of 5% per annum and is payable on demand.

As discussed  above, on August 3, 2005, Pay88 entered into a five year agreement
with Yahu.  Mr. Tao Fan,  a brother  of Mr. Guo Fan, a director  and  officer of
Pay88, is the Chief  Executive  Officer of Yahu and owns 5% of its issued shares
of capital stock.  The agreement  provides for two services to be provided to us
by Yahu. The first service is the provision of all  proprietary  software needed
to effectuate  fund  transfers  between the United States and China.  The second
service to be provided is technical  assistance in the areas of installation and
future product  support.  This support  includes  assistance  with all technical
aspects of the  software as well as problem  resolution  and general  inquiries.
Both of these services are to be provided to us by Yahu for a licensing fee that
is based upon 20% of the gross fund transfer  revenues.  The fee is payable on a
quarterly  basis.  The  use of the  software  will  enable  us to  provide  wire
transfers from the United States to China.

                                      - 15 -
As discussed  above,  on September 5, 2006,  Pay88 entered into a Share Purchase
Agreement with Qianbao, Yahu, and Bao. Pursuant to the Share Purchase Agreement,
Pay88 agreed to acquire  Qianbao at a closing held  simultaneously  therewith by
purchasing  from the Yahu and Bao all of their  respective  shares of  Qianbao's
registered  capital,  which represent 100% of the issued and  outstanding  share
capital of Qianbao. In consideration  therefor,  Pay88 agreed to issue to shares
of Pay88's Series A Convertible Preferred Stock as follows:  4,950,000 shares to
Yahu and 50,000 shares to Bao. Mr. Tao Fan, a brother of Mr. Guo Fan, a director
and officer of Pay88, is the Chief Executive  Officer of Yahu and owns 5% of its
issued shares of capital stock.

Other than as set forth  above,  there are no  transactions  during the last two
years, or proposed transactions, to which we were or are to be a party, in which
any of the  following  persons had or is to have a direct or  indirect  material
interest:  (a) any director or executive  officer of the small business  issuer;
(b) any majority  security  holder;  or (c) any member of the  immediate  family
(including  spouse,  parents,  children,  siblings,  and  in-laws) of any of the
persons in the above.

                            DESCRIPTION OF SECURITIES

We are authorized to issue 105,000,000 shares,  consisting of 100,000,000 shares
of  common  stock  and  5,000,000  shares  of  preferred  stock.  The  following
statements  relating to our capital stock are summaries and do not purport to be
complete.  Reference  is made to the  more  detailed  provisions  of,  and  such
statements  are  qualified in their  entirety by  reference  to, our Articles of
Incorporation and By-laws.

Common Stock

Our Articles of Incorporation  authorizes the issuance of 100,000,000  shares of
common stock, of which 10,000,000 shares are issued and outstanding.  Holders of
shares of common stock are entitled to one vote for each share on all matters to
be voted on by the stockholders.  Holders of common stock do not have cumulative
voting  rights.  Holders  of  common  stock are  entitled  to share  ratably  in
dividends,  if any,  as may be  declared  from  time to  time  by the  Board  of
Directors in its discretion from funds legally available therefor.  In the event
of a  liquidation,  dissolution  or winding up of the  Company,  the  holders of
common stock are entitled to share pro rata all assets  remaining  after payment
in full of all liabilities.  All of the outstanding  shares of common stock are,
and the shares of common stock offered by the Company  pursuant to this offering
will be, when issued and delivered, fully paid and non-assessable.

Holders of common stock have no preemptive  rights to purchase our common stock.
There are no  conversion or redemption  rights or sinking fund  provisions  with
respect to our common stock.

                                      - 16 -
Preferred Stock

Our Articles of  Incorporation  authorize  the  issuance of 5,000,000  shares of
preferred  stock.  The Board of  Directors  is  authorized  to  provide  for the
issuance of shares of  preferred  stock in series  and, by filing a  certificate
pursuant to the  applicable  law of Nevada,  to establish  from time to time the
number of shares to be included in each such series, and to fix the designation,
powers,  preferences  and  rights  of the  shares of each  such  series  and the
qualifications,  limitations or restrictions thereof without any further vote or
action by the  shareholder.  Any shares of preferred  stock so issued would have
priority over the common stock with respect to dividend or  liquidation  rights.
Any  future  issuance  of  preferred  stock  may have the  effect  of  delaying,
deferring or preventing a change in control of us without  further action by the
shareholder and may adversely  affect the voting and other rights of the holders
of common stock.

We have designated one series of preferred stock: Series A Convertible Preferred
Stock,  of which  5,000,000  shares are issued  and  outstanding.  Each share of
Series A Convertible Preferred Stock is convertible, at the option of the holder
thereof,  into 2.8  shares of Pay88's  common  stock.  The  holders of shares of
Series A  Convertible  Preferred  Stock are entitled to vote  together  with the
holders of the common stock,  as a single class,  upon all matters  submitted to
holders of common stock for a vote. Each share of Series A Convertible Preferred
Stock will carry a number of votes equal to the number of shares of common stock
issuable as if converted at the record date.

         MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
                        AND RELATED STOCKHOLDER MATTERS

(a)  Market  Information.  The  Company's  Common  Stock  trades on the Over The
Counter Bulletin Board under the symbol PAYI.OB since March 8, 2006.

(b)  Holders.  On September 5, 2006,  there  were  approximately  47 holders  of
record of the Company's common stock.

(c)  Dividends.  We have not  declared or paid any cash  dividends on our common
stock nor do we anticipate paying any in the foreseeable future. Furthermore, we
expect to retain any future  earnings to finance its  operations  and expansion.
The payment of cash  dividends  in the future will be at the  discretion  of our
Board  of  Directors  and  will  depend  upon  our  earnings   levels,   capital
requirements,  any  restrictive  loan  covenants  and  other  factors  the Board
considers relevant.

(d) Securities  authorized for issuance under equity  compensation  plans. We do
not have any equity compensation plans.

                                LEGAL PROCEEDINGS

There are no pending  legal  proceedings  to which the  Company is a party or in
which any director,  officer or affiliate of the Company, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.

                                      - 17 -
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Wolinetz, Lafazan  &  Company,  P.C.  is  our  auditor. There  have not been any
changes in  or  disagreements  with  accountants  on  accounting  and  financial
disclosure or any other matter.

                     RECENT SALES OF UNREGISTERED SECURITIES

On September 5, 2006,  Pay88 issued an aggregate of 5,000,000  shares of Pay88's
Series A Convertible  Preferred Stock to the stockholders of Qianbao,  allocated
as follows:  4,950,000  shares to Chongqing Yahu  Information  Development  Co.,
Ltd.; and 50,000 shares to Ying Bao. The foregoing  shares were issued  pursuant
to the Share Purchase Agreement,  dated September 5, 2006, among Pay88, Qianbao,
and the  stockholders of Qianbao.  In  consideration  for such  securities,  the
stockholders of Qianbao  conveyed to Pay88 all of their shares of the registered
capital of Qianbao.  Such  securities  were  issued  under  Section  4(2) of the
Securities  Act  of  1933,  as  amended  and  Regulation  D  promulgated  by the
Securities and Exchange Commission thereunder.

In August,  2005,  Pay88 issued 2,000,000 shares of common stock to 42 investors
in a private  placement.  The aggregate  consideration  paid for such shares was
$40,000. In this private placement, we sold 200,000 shares of common stock to 39
investors who were non-US persons (as defined under SEC Regulations) pursuant to
the exemption from the registration  requirements of the Securities Act provided
by  Regulation  S, and we sold  1,800,000  shares of common stock to 3 investors
pursuant to an  exemption  under  Section  4(2) of the  Securities  Act.  All 42
investors were  accredited  investors (as such term is defined under Rule 501 of
Regulation D). Further,  the Company conducted the private placement without any
general solicitation or advertisement and a restriction on resale.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws  provide that directors and officers (and any person who acted at our
request as an officer or  director)  shall be  indemnified  by us to the fullest
extent  authorized by the general  corporate laws of Nevada against all expenses
and liabilities reasonably incurred in connection with services for us or on our
behalf

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive Agreement) and Item 2.01 (Completion of Acquisition or Disposition of
Assets) are hereby incorporated by reference into this Item 3.02.

                                      - 18 -
As discussed above in Items 1.01 and 2.01, on September 5, 2006, Pay88 issued an
aggregate of 5,000,000 shares of Pay88's Series A Convertible Preferred Stock to
the stockholders of Qianbao, allocated as follows: 4,950,000 shares to Chongqing
Yahu  Information  Development  Co.,  Ltd.;  and 50,000  shares to Ying Bao. The
foregoing  shares were issued  pursuant to the Share Purchase  Agreement,  dated
September 5, 2006, among Pay88,  Qianbao,  and the  stockholders of Qianbao.  In
consideration for such securities, the stockholders of Qianbao conveyed to Pay88
all of their shares of the registered  capital of Qianbao.  Such securities were
issued  under  Section  4(2) of the  Securities  Act of  1933,  as  amended  and
Regulation D promulgated by the Securities and Exchange Commission thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive  Agreement),  Item 2.01  (Completion of Acquisition or Disposition of
Assets),  and Item 3.02  (Unregistered  Sales of Equity  Securities)  are hereby
incorporated by reference into this Item 3.03.

Our Articles of  Incorporation  authorize  the  issuance of 5,000,000  shares of
preferred  stock.  The Board of  Directors  is  authorized  to  provide  for the
issuance of shares of  preferred  stock in series  and, by filing a  certificate
pursuant to the  applicable  law of Nevada,  to establish  from time to time the
number of shares to be included in each such series, and to fix the designation,
powers,  preferences  and  rights  of the  shares of each  such  series  and the
qualifications,  limitations or restrictions thereof without any further vote or
action by the  shareholder.  Any shares of preferred  stock so issued would have
priority over the common stock with respect to dividend or  liquidation  rights.
Any  future  issuance  of  preferred  stock  may have the  effect  of  delaying,
deferring or preventing a change in control of us without  further action by the
shareholder and may adversely  affect the voting and other rights of the holders
of common stock.

On September 5, 2006,  we  designated  one series of preferred  stock:  Series A
Convertible  Preferred Stock, in the amount of 5,000,000  shares.  Each share of
Series A Convertible Preferred Stock is convertible, at the option of the holder
thereof,  into 2.8  shares of Pay88's  common  stock.  The  holders of shares of
Series A  Convertible  Preferred  Stock are entitled to vote  together  with the
holders of the common stock,  as a single class,  upon all matters  submitted to
holders of common stock for a vote. Each share of Series A Convertible Preferred
Stock will carry a number of votes equal to the number of shares of common stock
issuable as if converted at the record date.

Section 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive  Agreement),  Item 2.01  (Completion of Acquisition or Disposition of
Assets),  Item 3.02  (Unregistered  Sales of Equity  Securities),  and Item 3.03
(Material Modification to Rights of Security Holders) are hereby incorporated by
reference into this Item 5.01.

                                      - 19 -
As discussed above in Items 1.01 and 2.01, and 3.02, on September 5, 2006, Pay88
issued  an  aggregate  of  5,000,000  shares  of  Pay88's  Series A  Convertible
Preferred  Stock to Chongqing Yahu  Information  Development  Co., Ltd. and Ying
Bao,  who were the  stockholders  of  Qianbao.  Such shares  were  allocated  as
follows:  4,950,000  shares to Yahu;  and 50,000  shares to Bao.  The  foregoing
shares were issued pursuant to the Share Purchase Agreement,  dated September 5,
2006, among Pay88,  Qianbao,  and the stockholders of Qianbao.  In consideration
for such securities,  the stockholders of Qianbao conveyed to Pay88 all of their
shares of the registered  capital of Qianbao.  Such securities were issued under
Section  4(2) of the  Securities  Act of  1933,  as  amended  and  Regulation  D
promulgated by the Securities and Exchange Commission thereunder.

Each share of Series A Convertible Preferred Stock is convertible, at the option
of the holder thereof, into 2.8 shares of Pay88's common stock. Accordingly, the
Series  A  Convertible  Preferred  shares  owned by Yahu  are  convertible  into
13,860,000  shares  (representing  57.7%) of the issued and  outstanding  common
stock,  and  the  Series  A  Convertible  Preferred  Shares  owned  by  Bao  are
convertible  into  140,000  shares   (representing   0.6%)  of  the  issued  and
outstanding  common  stock.  The  holders  of  shares  of  Series A  Convertible
Preferred  Stock are  entitled to vote  together  with the holders of the common
stock, as a single class,  upon all matters submitted to holders of common stock
for a vote.  Each  share of Series A  Convertible  Preferred  Stock will carry a
number of votes  equal to the number of shares of common  stock  issuable  as if
converted at the record date. As such, Yahu and Bao hold approximately 57.7% and
0.6%,  respectively,  of the total combined voting power of all classes of Pay88
stock entitled to vote.

In  connection  with the Share  Purchase  Agreement,  on September 5, 2006,  the
following persons were appointed as directors of Pay88: Ying Bao and Shiqing Fu.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors,
Appointment of Principal Officers.

The  disclosures  set  forth  above  under  Item  1.01  (Entry  into a  Material
Definitive  Agreement),  Item 2.01  (Completion of Acquisition or Disposition of
Assets),   and  Item  5.01  (Changes  in  Control  of  Registrant)   are  hereby
incorporated by reference into this Item 5.02.

On  September 5, 2006,  the  following  persons  were  appointed as directors of
Pay88: Ms. Lin Xu and Shiqing Fu.

Ms. Lin Xu has been  serving  since 1990 as Vice  General  Manager of  Chongqing
Electric Wire & Cable Co. In this role,  Ms. Xu has been  responsible  for sales
and human  resources.  Ms. Xu does not  serve in any  directorship  roles of any
other public company.  Ms. Xu graduated from Central  Communist Party College in
2000, with a bachelor's degrees in politics.

                                      - 20 -
Ms. Shiqing Fu is a licensed  accountant  practicing in Chongqing,  China.  From
2001until  February  2004,  Ms. Fu served as Vice  General  Manager of Chongqing
Deheng  Securities  Ltd..  In this role she was  responsible  for the day to day
operations of the company.  In February 2004 Ms. Fu assumed her current position
of General Manager of Chongqing  Jiarun  Accounting  Office Ltd., where her role
has been to  manage  operations  of the  company.  Ms.  Fu does not serve in any
directorship roles of any other public company.

Each  director of Pay88 serves for a term of one year or until the  successor is
elected at Pay88's  annual  shareholders'  meeting and is qualified,  subject to
removal by Pay88's  shareholders.  None of the above persons has been affiliated
with any company that has filed for bankruptcy within the last five years. There
were no transactions during the last two years, or any proposed transactions, to
which Pay88 was or is to be a party, in which any of the above persons had or is
to have a direct or indirect material  interest.  None of the directors of Pay88
have any  family  relationships  with any of the other  directors  or  executive
officers of Pay88.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of business acquired.

         (1)  Report of Independent Registered Accounting Firm
         (2)  Balance Sheets
         (3)  Statements of Operations
         (4)  Statements of  Stockholders'  Equity (Deficit)
         (5)  Statements  of Cash  Flows
         (6)  Notes to the  Financial Statements

(b) Pro forma financial information.

         (1)  Pro Forma Balance Sheet
         (2)  Pro Form Statement of Operations

(c) Exhibits:

         Exhibit 4.1  Certificate   of   Designation,  filed  with   the  Nevada
         Secretary of State on September 5, 2006

         Exhibit 10.1 Share  Purchase   Agreement,  dated   September  5,  2006,
         Pay88, Inc., Chongqing Qianbao Technology Ltd., Ying Bao, and Chongqing
         Yahu Information Development Co., Ltd.

         Exhibit 10.2 Sales Contract 3-1,  dated July 3, 2006, between Chongqing
         Yinxin Realty  Development Ltd. and_Chongqing  Qianbao Technology Ltd.,
         for  the  purchase  of  offices  located  at No. 78 1st Yanghe Village,
         Jiangbei District, Chongqing, China.

                                      - 21 -
Exhibit 10.3 Sales Contract 3-2, dated July 3, 2006,  between Chongqing
         Yinxin Realty  Development Ltd. and_Chongqing Qianbao  Technology Ltd.,
         for  the  purchase  of  offices  located  at No. 78 1st Yanghe Village,
         Jiangbei District, Chongqing, China.

         Exhibit 10.4 Sales Contract 3-2, dated  July 3, 2006, between Chongqing
         Yinxin  Realty  Development Ltd. and_Chongqing Qianbao Technology Ltd.,
         for  the  purchase  of  offices  located at No. 78 1st  Yanghe Village,
         Jiangbei District, Chongqing, China.

                                      - 22 -
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:  September 5, 2006

                                     - 23 -
[SELIGSON & GIANNATTASIO, LLP LETTERHEAD]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Chongqing Qianbao Technology Ltd.
Chongqing, China

We  have audited the accompanying  balance sheet of Chongqing Qianbao Technology
Ltd. (a Chinese  development  stage company) as of June 30, 2006 and the related
statements  of   operations   and   comprehensive   loss  and  changes  in   the
stockholders'  equity  and cash flows  for the  period  April 24,  2006 (date of
inception) to June 30, 2006. These financial  statements are the  responsibility
of the Company's  management.  Our  responsibility  is to  express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance  with Public Company  Accounting  Oversight
Board  (United  States).  Those  standards  require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion,  the financial  statements referred to above present fairly, in
all material  respects,  the financial  position of Chongqing Qianbao Technology
Ltd. as of June 30, 2006 and the  results of its  operations  and its cash flows
for the period April 24, 2006 (date of inception) to June 30, 2006 in conformity
with accounting principles generally accepted in the United States of America.

/s/ Seligson & Giannattasio, LLP

Seligson & Giannattasio, LLP
White Plains, New York
August 1, 2006

                                      - 24 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30,2006
June 30,
                                                                2006
                                                             ---------
ASSETS

Current assets:
    Cash and cash equivalents                                $ 353,777
                                                             ---------

        Total current assets                                   353,777
  Office equipment - net of accumulated depreciation of $147     4,431

Other assets:
  Deposit on office space in contract                          358,389
                                                             ---------
Total assets                                                   716,597
                                                             =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accrued expenses                                         $  46,254
                                                             ---------

        Total current liabilities                               46,254

Other liabilities:
    Employee bond payable                                          311
                                                             ---------

        Total liabilities                                       46,565
                                                             ---------
Stockholders' equity:
    Registered capita1                                         362,790
    Additional paid-in capital                                 358,674

   Deficit accumulated during the development stage            (51,296)

   Accumulated other comprehensive loss:
    Foreign currency translation adjustments                      (136)
                                                             ---------

      Total stockholders' equity                              (670,032)
                                                             ---------

      Total liabilities and stockholders' equity             $ 716,597
                                                             =========
See notes to financial statements.

                                     - 25 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Period
                                              April 24,2006
                                            (Date of Inception)
                                             to June 30, 2006
                                            -------------------
Operating expenses:
    Depreciation                            $              147
    License and permit                                     206
    Office expenses                                         85
    Payroll and related overhead                        10,397
    Professional fees                                   40,101
    Telephone                                              611
                                            ------------------

Total operating expenses                                51,547
                                            ------------------

(Loss) from operations                                 (51,547)

Other income:
    Interest income                                        251
                                            ------------------
Net (loss)                                  $          (51,296)
                                            ==================

Other comprehensive loss:
Net loss                                    $          (51,296)
Foreign currency translation adjustments                  (136)
                                            ------------------

 Total comprehensive loss                   $          (51,432)
                                            ==================
See notes to financial statements.

                                     - 26 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       FOR THE PERIOD APRIL 24, 2006 (DATE OF INCEPTION) TO JUNE 30, 2006
Deficit
                                                               Accumulated       Foreign
                                                 Additional     During the       Currency
                                   Registered      Paid-in     Development     Translation
                                     Capital       Capital        Stage        Adjustments       Total
                                   --------------------------------------------------------------------
Balances April 24, 2006            $        --   $      --     $        --      $        --    $     --
Proceeds from initial investment       362,790                                                  362,790
Proceeds from an additional
   investment                                      358,674                                      358,674
Net loss                                                           (51,296)                     (51,296)
Foreign currency translation
   adjustment                                                                          (136)       (136)
                                   --------------------------------------------------------------------
Balances June 30, 2006              $  362,790    $358,674     $   (51,296)     $      (136)   $670,032
                                   ====================================================================
See notes to financial statements

                                     - 27 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
For the Period
                                                      April 24, 2006
                                                    (Date of Inception)
                                                     to June 30, 2006
                                                    -------------------
OPERATING ACTIVITIES                                $           (51,296)
Net (loss)
Adjustments  to reconcile net (loss) to net
cash  provided  (used) by operating activities:
     Depreciation                                                   147
Changes in operating assets and liabilities:
     Accrued expenses                                            46,254
     Employee bond payable                                          311
                                                    -------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                         (4,584)
                                                    -------------------

INVESTING ACTIVITIES
     Purchase of office equipment                                (4,578)
     Deposit on office space in contract                       (358,389)
                                                    -------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                       (362,967)
                                                    -------------------

FINANCING ACTIVITIES
    Registered capital contribution                             362,790
    Additional paid-in capital contribution                     358,674
                                                    -------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                        721,464
                                                    -------------------

CASH EFFECT OF CURRENCY FLUCTUATIONS                               (136)
                                                    -------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS                         353,777

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      0
                                                    -------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD          $           353,777
                                                    ===================

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the period for:
Interest                                            $                --
                                                    ===================
Income taxes                                        $                --
                                                    ===================
See notes to financial statements.

                                     - 28 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

      Business Activity

      Chongqing  Qianbao  Technology  Ltd.  (the "Company")  was incorporated on
      April 24, 2006 in Chongqing, China.  The  Company  intends  to build a web
      distribution platform and to  provide  effective  services for  connecting
      diversified service providers  and consumer product suppliers to retailers
      and consumers.

      Development Stage Company

      The  Company  is considered a development stage company and had no revenue
      as of June 30, 2006. According  to  SFAS No. 7, the start-up costs and the
      other  costs incurred during the current period with no discernible future
      benefits were charged to current expenses.

      The company has prqjected that  it  will have its first revenue by the end
      of third calendar quarter of 2006,  or  early  part of the fourth calendar
      quarter.

      Use of Estimates

      The  preparation  of  financial  statements  in  conformity with generally
      accepted accounting principles  requires  management to make estimates and
      assumptions that affect  the amounts  reported in the financial statements
      and accompanying notes. Actual results could  differ from those estimates.

      Cash and Cash Equivalents

      All  short-term  investments  purchased with a maturity of three months or
      less are classified as cash equivalents.

      Fixtures  and  Equipment

      Fixtures and  equipment  are  stated  at cost. The  costs of additions and
      betterments are capitalized and expenditures  for  repairs and maintenance
      are expensed in the period incurred. When items  of property and equipment
      are sold or retired, the related  costs and  accumulated  depreciation are
      removed from the accounts and any gain or loss is included in income.

      Depreciation of fixtures is  calculated utilizing the straight-line method
      over a seven-year period. Depreciation  of computers  and  the  server  is
      calculated utilizing the straight-line method over a five-year period.

                                     - 29 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES -(Continued)

      Fair Value of Financial Instruments

      The carrying  value  of  cash in  bank  and  on hand, and accrued expenses
      approximates their  fair  values  because  of their short-term nature. The
      carrying value of  employee bond  payable  and  deposit on office space in
      contract are equal to the amount of cash collected and expended.

      Income Taxes

      No provision has been made for corporation income taxes due to the current
      loss. In addition, no future tax benefit has been calculated. According to
      the tax regulation  of China,  the amount  of loss that will carry over to
      the next tax period should be assessed and  approved by the tax regulation
      agency. The maximum carry over period is five years.

NOTE 2 - DEPOSIT ON OFFICE SPACE IN CONTRACT

      Chongqing Yahu Information Development Co., Ltd., a 99% shareholder of the
      Company, contracted with Chongqing  Yin  Xin Real  Estate  Development Co.
      Ltd. to  purchase the office  space on  behalf  of the  Company located at
      No.78, 1(st) Yanghe Village,  Jiangbei  District, Chongqing,  China. Total
      prepayment amounted to  $358,389 (2,865,066 Chinese Yuan),  which included
      initial build out expense of $10,007  (80,000 Chinese Yuan). The  purchase
      contract did not  finalize  until  July 3, 2006 (the date  of  receipt  of
      official receipts under the name of Chongqing Qianbao Technology Ltd.). As
      of June  30, 2006,  the  amount of  $358,389 (2,865,066 Chinese Yuan)  was
      recorded  as  "Deposit on office space  in contract".  This amount will be
      reclassified to Fixed Asset after  the Company receives the legal document
      of ownership.

NOTE 3 - EMPLOYEE BOND PAYABLE

      The Company withholds 10% of the gross payroll  from  certain employees in
      order  to  protect  itself  from  malpractice  charges  arising  from  the
      performance by the employees  and  resignation  of these employees without
      proper advance notification. The Company will return  the  withheld amount
      plus interest to those employees who leave  in  good  standing. As of June
      30, 2006, the total withheld amount was $311 (2,490 Chinese Yuan).

                                     - 30 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - SHAREHOLDERS' EQUITY

      The Company is  owned  by  two  shareholders:  Chongqing  Yahu Information
      Development Co.,  Ltd,  ("Yahu"),  a  99% shareholder  and  Mr.  Ying Bao,
      ("Bao"),  a 1% shareholder.  According  to  the "Investment  Agreement  of
      Setting-up  a  Ltd. Company", Yahu contributed $349,541 (2,800,000 Chinese
      Yuan) and  Bao contributed  $12,484 (100,000 Chinese Yuan)  to  Registered
      capital.  In addition,  Yahu contributed $358,389 (2,865,066 Chinese Yuan)
      and Bao  contributed  $285  (2,278 Chinese  Yuan)  to  Additional  paid-in
      capital.

NOTE 5 - REGISTERED CAPITAL

      According to  Chinese  Corporate  Law, the shareholders have to contribute
      stated registered capital into the company.  If there is any change in the
      registered  capital.  the  company  has   to reregister its capital with a
      government agency. Currently, there  is no  common  stock  issued for this
      privately held company.

NOTE 6 - CONCENTRATION OF CREDIT RISK

      The  Company  maintains  its  cash  balance  in  Minsheng  Bank  in China.
      Currently,  no  deposit  insurance  system  has  been  set  up  in  China.
      Therefore, the  Company  will  bear  a  risk  if  Minsheng  Bank  goes  to
      bankruptcy. As of June 30, 2006, the  Company's uninsured cash balance was
      $352,480 (2,817,833 Chinese Yuan).

      The financial position and operations  of  the   Company  are  recorded in
      Chinese Yuan (see NOTE 8).  Therefore,  exchange rate  fluctuations  could
      affect the future business operations of the Company.

NOTE 7 - COMMITMENTS

      On June 8, 2006, the Company signed a Letter of Intent ("LOI") with Pay88,
      Inc., a US publicly traded company listed in the Over-the-Counter Bulletin
      Board. According to the LOI, Pay88, Inc. would purchase the certain assets
      of the Company in exchange for an agreed-upon amount of preferred stock of
      Pay88, Inc. The  transaction  is  subject to  the  completion  of  the due
      diligence examination and is expected to  close  on or  before October 31,
      2006. The  Company's Chairman  of the Board of Directors is the brother of
      the Chief Executive Officer of Pay88, Inc.

                                     - 31 -
CHONGQING QIANBAO TECHNOLOGY LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 8 - FOREIGN CURRENCY TRANSLATION

      The  financial  statements  of the  Company  are  translated  pursuant  to
      Statement  of  Financial  Accounting  Standards  (SFAS)  No. 52 -" Foreign
      Currency Translation." In accordance  with  the  provisions of SFAS No. 52
      the functional currency for the Company's foreign operations  is the local
      currency. The Company is located and operating  in China. Chinese  Yuan is
      the functional currency.  Assets  and  liabilities  are  translated at the
      current rate of  exchange  and income  and  expenses are translated at the
      average exchange rate for the period. Foreign  exchange rates from Federal
      Reserve Statistical Release were used. At June 30, 2006, the exchange rate
      was 1CNY = 0.125 1 US$. During April, May and June,  the quarterly average
      exchange rate was ICNY = 0.1248US$. The resulting  translation adjustments
      are recorded as a separate component of stockholders' equity.

NOTE 9 - RELATED PARTY TRANSACTIONS

      The Company purchased computer equipment, in  the amount of $4,578 (36,598
      Chinese Yuan) from ChongqingYahu  Information  Development Co. Ltd., a 99%
      shareholder  of the Company. The  purchase  price  of  the  equipment  was
      assessed and decided by an independent third party.

                                     - 32 -
PAY88, INC.
                    UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed  consolidated  financial information
reflects Pay88,  Inc.'s ("Pay88")  acquisition of Chongqing  Qianbao  Technology
Ltd. ("Qianbao").  The Unaudited Pro Forma Condensed  Consolidated Balance Sheet
gives effect to Pay88's purchase of 100% of the registered capital of Qianbao on
August 31, 2006 and  certain  adjustments  pertaining  to the  treatment  of the
purchase  as a reverse  acquisition  and  recapitalization  of Qianbao as if the
acquisition had occurred on June 30, 2006. As consideration for the acquisition,
Pay88  issued to  Qianbao's  stockholders  5,000,000  shares  of Pay88  Series A
Preferred Stock,  convertible into 14,000,000  shares of Pay88 common stock. The
holders  of shares of Series A  Preferred  Stock are  entitled  to the number of
votes  equal to the number of shares of common  stock into which such  shares of
Series A Preferred Stock could be converted.  With the issuance of the 5,000,000
shares of Pay88 Series A Preferred  Stock,  Qianbao's  stockholders  have voting
control of Pay88 (approximately 58%) and therefore the acquisition was accounted
for as a reverse acquisition.

The  Unaudited  Pro  Forma  Condensed   Consolidated  Financial  Information  is
presented for informational purposes only and does not purport to represent what
Pay88's financial position and results of operations would actually have been if
the  aforementioned  events had  occurred  on the date  specified  or to project
Pay88's financial  position at any future date.  Pay88's statement of operations
for the six months  ended June 30, 2006 has not been  included in the  unaudited
pro forma condensed consolidated financial information.  The Unaudited Pro Forma
Condensed  Consolidated Financial Information should be read in conjunction with
the Qianbao historical  financial  statements,  and the notes thereto,  included
elsewhere herein.

                                     - 33 -
PAY88, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2006
                                   (Unaudited)
Chongqing
                                                                     Qianbao        Proforma  Adjustments       Proforma
                                                   Pay88, Inc    Technology Ltd.     Debit      Credit          Balances
                                                   -----------------------------    ---------------------       --------
ASSETS

Current Assets:

  Cash and Cash Equivalents                        $    4,709    $       353,777                                $358,486
                                                   -----------------------------    ---------------------       --------

    Total Current Assets                                4,709            353,777                                 358,486

Property and Equipment - net                               --              4,431                                   4,431

Deposit on Office Space in contract                        --            358,389                                 358,389
                                                   -----------------------------    ---------------------       --------

TOTAL ASSETS                                       $    4,709    $       716,597    $     --  $        --       $721,306
                                                   =============================    =====================       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

  Accrued Expenses                                 $   23,791    $        46,254                                $ 70,045
  Loans Payable - Related Party                        66,522                 --                                  66,522
                                                   -----------------------------    ---------------------       --------

    Total Current Liabilities                          90,313             46,254          --         --          136,567

Note Payable - Related Party                           80,385                 --                                  80,385

Employee Bond Payable                                      --                311                                     311
                                                   -----------------------------    ---------------------       --------

     Total Liabilities                                170,698             46,565          --         --          217,263
                                                   -----------------------------    ---------------------       --------

COMMITMENTS AND CONTINGENCIES

Stockholders' Equity:

 Preferred Stock, $.001 par value                          --                 --                    5,000 1        5,000
 Common Stock, $.001 par value                         10,000                 --                                  10,000
 Registered Capital                                                      362,790 2   362,790                          --
 Additional Paid-in Capital                            38,001            358,674 1     5,000      148,800 2      540,475
 Deficit Accumulated During the Development Stage    (213,990)           (51,296)                 213,990 2      (51,296)
 Accumulated Other Comprehensive Loss:                                                                                --
  Foreign Currency Translation Adjustments                 --               (136)                                   (136)
                                                   -----------------------------    ---------------------       --------

     Total Stockholders' Equity (Deficit)            (165,989)           670,032     367,790      367,790        504,043
                                                   -----------------------------    ---------------------       --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    4,709    $       716,597    $367,790  $   367,790       $721,306
                                                   =============================    ======================       ========
- 34 -
PAY88, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2006
                                   (Unaudited)
**Chongqing
                                                                       Qianbao        Proforma   Adjustments   Proforma
                                                      Pay88, Inc   Technology Ltd.     Debit       Credit      Balances
                                                      ----------------------------    ----------------------   --------
Net Revenues:                                         $       --     $          --    $     --   $        --   $     --
                                                      ----------------------------    ----------------------   --------

Costs and Expenses:

   Professional Fees                                          --            40,101                               40,101
   Other General and Administrative Expenses                  --            11,446                               11,446
                                                      ----------------------------    ----------------------   --------

     Total Costs and Expenses                                 --            51,547          --            --     51,547
                                                      ----------------------------    ----------------------   --------

Loss from Operations before Other Income (Expenses)           --           (51,547)         --            --    (51,547)
                                                      ----------------------------    ----------------------   --------

Other Income (Expense):

   Interest Income                                            --               251                                  251
   Interest Expense - Related Party                           --                --                                   --
                                                      ----------------------------    ----------------------   --------

     Total Other Income (Expense)                             --               251          --            --        251
                                                      ----------------------------    ----------------------   --------

Net Loss                                              $       --     $     (51,296)   $     --   $        --   $(51,296)
                                                      ============================    ======================   ========
** For the Period April 24, 2006 (Date of Inception) through June 30, 2006

                                     - 35 -
PAY88, INC.
                         UNAUDITED PRO FORMA ADJUSTMENTS
Debit        Credit
                                                                                        ---------    ----------
1.    Additional paid-in capital                                                         $  5,000
               Series A Preferred Stock                                                               $   5,000

      To record the issuance of  5,000,000  shares of Pay88,  Inc.  ("Pay88")
      Series A Preferred Stock,  which is convertible into 14,000,000  shares
      of Pay88 common stock, in exchange for 100% of the outstanding  capital
      stock of Chongqing Qianbao Technology Ltd. ("Qianbao").

      Since  the  stockholders  of  Qianbao  have  voting  controls  of Pay88
      (approximately  58%),  the  acquisition  has  been  accounted  for as a
      reverse acquisition under the purchase method of business  combination.
      The combination of the two companies is recorded as a re-capitalization
      of Qianbao  pursuant  to which  Qianbao  is  treated as the  continuing
      entity.

2.    Registered Capital                                                                 362,790
           Deficit Accumulated in the Development Stage                                                 213,990
           A dditional paid-in capital                                                                  148,800
To  eliminate  the  registered  capital of Qianbao and the  accumulated
         deficit of Pay88.

                                     - 36 -