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): December 30, 2008 PAY88, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation)

SECURITIES AND EXCHANGE COMMISSION


000-51793	20-3136572
(Commission File Number)	(IRS Employer Identification No.)

~~WASHINGTON~~1053 North Barnstead Road Barnstead, DC ~~20549~~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)

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~~1 ~~Related to Accountants and Financial Statements~~-

~~Item 4.01.~~Section ~~Changes~~1 in– Registrant’s ~~Certifying~~Business ~~Accountant.~~and Operations

~~On January~~Item ~~2, 2008, Pay88, Inc~~1.01 ~~(the~~Entry ~~“Registrant”)~~into ~~changed~~a ~~its~~Material ~~principal~~Definitive ~~independent accountants~~Agreement. 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~~ On ofDecember ~~Wolinetz~~30, ~~Lafazan~~2008, &Pay88, Inc., a Nevada corporation (the “Company” ~~CPA’S~~or “we”), entered Pinto an amendment agreement (the “Amendment”) with the holders of its secured convertible promissory notes and warrants changing the conversion price of the notes and the exercise price of the warrants.C As of December 31, 2008, the Company owed an aggregate of $1,770,750.00, representing principal and all accrued interest thereon. The notes bear interest at the rate of prime plus 4% per annum, and are payable in either cash or, absent any event of default, in shares of our common stock. All accrued but unpaid interest and any other amounts pursuant to the secured convertible promissory notes are due and payable on March 12, 2009 (or earlier upon acceleration following an event of default).

~~Wolinetz,~~ All ~~Lafazan~~of ~~& Company, CPA’S, P.C. was~~ the ~~independent~~principal ~~registered~~and ~~public accounting~~accrued ~~firm~~interest ~~for~~on the ~~Registrant’s~~secured ~~from~~convertible ~~March 23, 2005 (inception) to December~~promissory ~~31,~~notes ~~2006~~is ~~and~~convertible ~~for~~into ~~the~~shares ~~period~~of ~~since~~our ~~then~~common ~~and~~stock ~~until~~at ~~January~~the 2,election ~~2008. None~~ of ~~Wolinetz,~~ ~~Lafazan & Company, CPA’S, P.C. reports on~~ the ~~Registrant’s~~ ~~financial~~investors ~~statements~~at ~~from~~any ~~March~~time. ~~23,~~The ~~2005~~Amendment ~~(inception)~~changes tothe ~~December~~original ~~31,~~conversion ~~2006~~price ,of ~~(a) contained~~$1.00 anper ~~adverse~~share ~~opinion or disclaimer of opinion,~~ (b)subject ~~was modified as~~ to ~~uncertainty,~~ ~~audit~~adjustment ~~scope,~~for orcertain ~~accounting~~issuances ~~principles,~~and ~~or (c~~transactions) ~~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~~lessor of ~~Wolinetz,~~(i) ~~Lafazan~~the &closing ~~Company,~~bid ~~CPA’S, P.C.,~~price ~~would~~of ~~have~~our ~~caused~~stock iton ~~to make reference to~~ the ~~subject~~day ~~matter~~prior ~~of the~~to ~~disagreements~~conversion indate ~~connection~~or ~~with its reports. None of the reportable events set forth in Item 304~~(aii)~~(1)(iv)(B)~~ ~~of Regulation S-B occurred during the period in which Wolinetz~~$0.80, ~~Lafazan~~subject &to ~~Company,~~further ~~CPA’S,~~reduction ~~P.C.~~as ~~served~~described asin the ~~Registrant’s~~ ~~principal~~original ~~independent accountants~~note. ~~Wolinetz,~~All ~~Lafazan & Company, CPA’S, P.C. did express a concern about~~ the ~~Company’s~~other ~~ability~~terms toof ~~continue as a going concern for~~ the ~~period~~notes ~~March~~remain ~~23,~~unchanged ~~2005~~in ~~(inception)~~full ~~to December 31, 2005~~ force and ~~the period April 24, 2006 (inception) to December 31, 2006~~effect.

The ~~Registrant~~Class ~~has~~A ~~provided~~warrants ~~Wolinetz,~~and ~~Lafazan~~Class &B ~~Company,~~warrants ~~CPA’S~~that, ~~P.C.~~in ~~with~~the aaggregate, ~~copy~~are exercisable ofat ~~this~~any ~~disclosure~~time ~~and~~until ~~has~~September ~~requested~~12, ~~that~~2012 ~~Wolinetz~~to purchase 2,310,000 ~~Lafazan~~shares &of ~~Company,~~our common ~~CPA’S~~stock, ~~P.C.~~were ~~furnish~~initially itissued ~~with~~at aan ~~letter~~exercise ~~addressed~~price toof ~~the U~~$0.S.81 ~~Securities~~ and $1.13, ~~Exchange~~respectively. ~~Commission~~These ~~stating~~warrants ~~whether~~also itinclude ~~agrees~~a ~~with~~cashless ~~the~~exercise ~~above~~provision ~~statements,~~as ~~and~~well ~~if not,~~as ~~stating~~“full ~~the~~ratchet” ~~respects~~anti-dilution inprovisions ~~which~~with itrespect ~~does~~to ~~not~~certain ~~agree~~securities issuances. AThe ~~copy~~Amendment changed the exercise price of both the ~~letter~~Class A and ~~from Wolinetz,~~Class ~~Lafazan~~B &warrants ~~Company,~~to ~~CPA’S~~$0.75, ~~P.C.~~subject ~~addressed~~ to ~~the~~further ~~Securities~~reduction ~~and Exchange~~as ~~Commission~~described ~~dated~~in ~~January~~the original 3,warrant ~~2008~~agreements. isAll ~~filed~~the asother ~~Exhibit~~terms ~~16.1~~of tothe ~~this~~warrants remain ~~Current~~unchanged ~~Report~~and onin ~~Form~~full ~~8-K~~force and effect.

The ~~Engagement~~foregoing description of ~~RBSM~~the ~~LLP~~Amendment is qualified in its entirety by reference to the Amendment which is attached hereto as Exhibit 10.15.

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~~	Description
16.1	Letter, dated January 3, 2008, from Wolinetz, Lafazan & Company, CPA’S, P.C. to the Securities and Exchange Commission.
Exhibit No.		Description
10.15		Amendment Agreement dated December 30, 2008 among Pay88, Inc., Alpha Capital Anstalt, Whalehaven Capital Fund Limited and Osher Capital Partners LLC

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PAY88, INC. By: /s/ Guo Fan Name: Guo Fan Title: President and Chief Executive Officer


	PAY88, INC.

	By:	/s/ Guo Fan

	Name:	Guo Fan
	Title:	President and Chief Executive Officer

Date: ~~January~~ 3January 8, ~~2008~~2009

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AMENDMENT AGREEMENT

This Amendment Agreement (“Amendment”) is dated December 30, 2008 among Pay88, Inc., a Nevada corporation (the “Company”), Alpha Capital Anstalt, Whalehaven Capital Fund Limited and Osher Capital Partners LLC (each a “Subscriber”, and collectively, “Subscribers”).

WHEREAS, the Company and Subscribers are parties to subscription agreements dated September 18, 2007 and October 31, 2007 (“Subscription Agreements”), relating to an aggregate investment of $1,500,000 by Subscribers in Convertible Notes convertible into shares of the Company’s $.001 par value Common Stock (“Notes”) and Class A and Class B Common Stock Purchase Warrants (“Warrants”); and

WHEREAS, the Company and Subscribers desire to further amend a term of the Transaction Documents.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscribers hereby agree as follows:

1. All the capitalized terms employed herein shall have the meanings attributed to them in the Transaction Documents.

2. The Fixed Conversion Price as defined in Section 3.1 of the Note is equal to the lessor of (i) the closing bid price of the Company’s Common Stock on the day preceding a Conversion Date, or (ii) $0.80, subject to further reduction as described in the Transaction Documents.

3. The Purchase Price as defined in the Class A and B Warrants is $0.75, subject to further reduction as described in the Transaction Documents.

4. All other terms and conditions of the Transaction Documents shall remain unamended and in full force and effect.


	PAY88, INC.
	By: /s/	Guo Fan

		CEO

“SUBSCRIBERS”


/s/ Konrad Ackerman		/s/ Eric Weisblum

ALPHA CAPITAL ANSTALT		WHALEHAVEN CAPITAL FUND LIMITED

/s/ Yisroel Kluger

OSHER CAPITAL PARTNERS LLC

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