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): January 2, 2008
PAY88,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation)
|
000-51793
(Commission
File Number)
|
20-3136572
(IRS
Employer Identification No.)
|
1053
North Barnstead Road
Barnstead,
NH 03225
(Address
of Principal Executive Offices, Zip Code)
(603)
776-6044
(Registrant's
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
4. Matters Related to Accountants and Financial Statements
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
January 2, 2008, Pay88, Inc. (the “Registrant”) changed its principal
independent accountants. On such date, Wolinetz, Lafazan & Company, CPA’S,
P.C. resigned from serving as the Registrant’s principal independent
accountants. On January 2, 2008, the Registrant retained RBSM LLP as its
principal independent accountants. The decision to change accountants was
approved by the Registrant’s Board of Directors.
The Resignation
of Wolinetz, Lafazan & Company CPA’S, P.C.
Wolinetz,
Lafazan & Company, CPA’S, P.C. was the independent registered public
accounting firm for the Registrant’s from March 23, 2005 (inception) to December
31, 2006 and for the period since then and until January 2, 2008. None of
Wolinetz, Lafazan & Company, CPA’S, P.C. reports on the Registrant’s
financial statements from March 23, 2005 (inception) to December 31, 2006 ,
(a)
contained an adverse opinion or disclaimer of opinion, (b) was modified as
to
uncertainty, audit scope, or accounting principles, or (c) contained any
disagreements on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements,
if
not resolved to the satisfaction of Wolinetz, Lafazan & Company, CPA’S,
P.C., would have caused it to make reference to the subject matter of the
disagreements in connection with its reports. None of the reportable events
set
forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred during the period
in
which Wolinetz, Lafazan & Company, CPA’S, P.C. served as the Registrant’s
principal independent accountants. Wolinetz, Lafazan & Company, CPA’S, P.C.
did express a concern about the Company’s ability to continue as a going concern
for the period March 23, 2005 (inception) to December 31, 2005 and the period
April 24, 2006 (inception) to December 31, 2006.
The
Registrant has provided Wolinetz, Lafazan & Company, CPA’S, P.C. with a copy
of this disclosure and has requested that Wolinetz, Lafazan & Company,
CPA’S, P.C. furnish it with a letter addressed to the U.S. Securities and
Exchange Commission stating whether it agrees with the above statements, and
if
not, stating the respects in which it does not agree. A copy of the letter
from
Wolinetz, Lafazan & Company, CPA’S, P.C. addressed to the Securities and
Exchange Commission dated January 3, 2008 is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
The
Engagement of RBSM LLP
Prior
to
January 2, 2008, the date that RBSM LLP was retained as the principal
independent accountants of the Registrant:
(1)
The
Registrant did not consult RBSM LLP regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on Registrant’s financial
statements;
(2)
Neither a written report nor oral advice was provided to the Registrant by
RBSM
LLP that they concluded was an important factor considered by the Registrant
in
reaching a decision as to the accounting, auditing or financial reporting issue;
and
(3)
The
Registrant did not consult RBSM LLP regarding any matter that was either the
subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-B
and the related instructions) or any of the reportable events set forth in
Item
304(a)(1)(iv)(B) of Regulation S-B.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
| |
|
|
16.1
|
Letter,
dated January 3, 2008, from Wolinetz, Lafazan & Company, CPA’S, P.C.
to the Securities and Exchange
Commission.
|
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:
January 3, 2008