UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
(Rule
14C-101)
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check
the
appropriate box:
[X]
|
Preliminary
Information Statement
|
[
]
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)
(1))
|
[
]
|
Definitive
Information Statement
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PAY88,
INC.
(Name
of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[
]
|
Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
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________________________________________________________________________
(2)
|
Aggregate
number of securities to which transaction
applies:
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________________________________________________________________________
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
________________________________________________________________________
(4)
|
Proposed
maximum aggregate value of
transaction:
|
________________________________________________________________________
[
]
|
Fee
previously paid with preliminary
materials.
|
[
]
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a) (2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the form or schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
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__________________________________________________________________
|
(2)
|
Form,
Schedule or Registration Statement
No.:
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__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
PAY88,
INC.
1053
North Barnstead Road
Barnstead,
New Hampshire 03225
August
8,
2007
Dear
Shareholders:
This
Information Statement is furnished to holders of shares of common stock, par
value $0.001 per share (the “Common Stock”) and the holders of Series A
Convertible Preferred Stock, par value $0.001 (the “Preferred Stock”), of Pay88,
Inc. (the “Company”). The purpose of this Information Statement is to notify the
stockholders that on August 8, 2007, the Company received a written consent
from
certain principal stockholders of the Company (identified in the section
entitled “Voting Securities and Principal Holders Thereof). Such written consent
was signed by the holders of 7,600,000 shares of Common Stock and 4,950,000
shares of Preferred Stock, representing approximately 76% and 99% of the total
issued and outstanding Common Stock and Preferred Stock, respectively. Each
share of Preferred Stock is convertible into 2.8 shares of Common Stock. Holders
of Preferred Stock are entitled to vote together with the holders of Common
Stock, as a single class. Accordingly, the written consent was signed by the
holders of 89% of the outstanding voting stock of the Company’s shareholders.
Such written consent took the following actions:
(i)
|
it
reduced the number of directorships from five to four; and
|
(ii)
|
it
elected the current Board of Directors of the
Company.
|
The
enclosed Information Statement is being furnished to you to inform you that
the
foregoing action has been approved by the holders of a majority of the
outstanding voting stock of the Company. The Board is not soliciting your proxy
in connection with the adoption of these resolutions and proxies are not
requested from stockholders. The resolutions will not become effective before
the date which is 20 days after this Information Statement was first mailed to
stockholders. You are urged to read the Information Statement in its entirety
for a description of the actions taken by the majority stockholders of the
Company.
This
Information Statement is being mailed on or about August __, 2007 to
stockholders of record on August 8, 2007 (the “Record Date”).
Sincerely,
/s/
Guo Fan
Chairman,
President, Chief Executive Officer
and
Director
PAY88,
INC.
1053
North Barnstead Road
Barnstead,
New Hampshire 03225
______________________________
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
______________________________
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN
CONNECTION
WITH THIS INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
_____________________________________________________________
We
are
sending you this Information Statement to inform you of the adoption of two
resolutions on August 8, 2007 by written consent (the “Written Consent”) from
certain principal stockholders of the Company (identified in the section
entitled “Voting Securities and Principal Holders Thereof”). Such written
consent was signed by the holders of 7,600,000 shares of Common Stock and
4,950,000 shares of Preferred Stock, representing approximately 76% and 99%
of
the total issued and outstanding Common Stock and Preferred Stock, respectively.
Each share of Preferred Stock is convertible into 2.8 shares of Common Stock.
Holders of Preferred Stock are entitled to vote together with the holders of
Common Stock, as a single class. Accordingly, the written consent was signed
by
the holders of 89% of the outstanding voting stock of the Company’s
shareholders, to take the following actions:
(i)
|
to
reduce the number of directorships from five to four; and
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(ii)
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to
elect the current Board of Directors of the
Company.
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The
adoption of the foregoing resolutions will become effective 20 calendar days
after the mailing of this Information Statement. The Board of Directors is
not
soliciting your proxy in connection with the adoption of these resolutions
and
proxies are not requested from stockholders.
The
Company is distributing this Information Statement to its stockholders in full
satisfaction of any notice requirements it may have under the Nevada Revised
Statutes. No additional action will be undertaken by the Company with respect
to
the receipt of written consents, and no dissenters’ rights with respect to the
receipt of the written consents, and no dissenters’ rights under the Nevada
Revised Statutes are afforded to the Company’s stockholders as a result of the
adoption of these resolutions.
Expenses
in connection with the distribution of this Information Statement, which are
anticipated to be less than $2,000, will be paid by the Company.
General
The
Company’s current Articles of Incorporation, as amended, provides for an
authorized capitalization consisting of 100,000,000 shares of Common Stock,
$.001 par value per share, and 5,000,000 shares of Preferred Stock, $.001 par
value per share.
As
of
August 8, 2007, there were approximately 10,100,000 shares of Common Stock
and
5,000,000 shares of Preferred Stock issued and outstanding. Each share of
Preferred Stock is convertible into 2.8 shares of the Company’s Common Stock,
aggregating 14,000,000 shares. The holders of the 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.
Vote
Required; Manner of Approval
Generally
Section
78.320 of the Nevada Revised Statutes (“NRS”) provides in substance that, unless
the Company’s Articles of Incorporation or bylaws provide otherwise,
stockholders may take action without a meeting of stockholders and without
prior
notice if a consent or consents in writing, setting forth the action so taken,
is signed by the holders of outstanding voting stock holding not less than
the
minimum number of votes that would be necessary to approve such action at a
stockholders meeting. Under the applicable provisions of the NRS, this action
is
effective when written consents from holders of record of a majority of the
outstanding shares of voting stock are executed and delivered to the
Company.
Number
of Directorships
The
Company’s Bylaws provide that the number of Directors of the Company may be
fixed by a vote of stockholders or of the Board of Directors, at a meeting
thereof, by a majority of the votes cast at the meeting. As a result of the
Company having received the Written Consent signed by the holders of 89% of
the
voting stock of the Company’s shareholders, no vote or proxy is required by
the stockholders to approve the adoption of the resolution reducing the number
of directorships from five to four.
Election
of Directors
Pursuant
to the NRS and the Company’s Bylaws, directors of a corporation must be elected
at a meeting of the stockholders by a plurality of the votes cast at the
election. As a result of the Company having received the Written Consent signed
by the holders of 89% of the voting stock of the Company’s shareholders, no vote
or proxy is required by the stockholders to approve the adoption of the
resolutions to elect the Directors to the Board.
Under
Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended
(the “Act”), the resolutions fixing the number of directors at four, and
electing the Board of Directors cannot take effect until 20 days after this
Information Statement is sent to the Company’s stockholders. Accordingly, the
actions authorized by the Written Consent will become effective on or about
September ___, 2007, 20 days after the mailing of this Information
Statement.
Interest
of Certain Persons In or In Opposition to Matters to Be Acted
Upon
Mr.
Guo
Fan, the Company’s Chairman, President, Chief Executive Officer and a Director,
is the beneficial owner of 7,600,000 shares of Common Stock representing
approximately 76% of the Company’s Common Stock issued and outstanding.
Accordingly, Guo Fan is one of largest principal stockholders in the Company
and
was a nominee for reelection to the Board.
Mr.
Tao
Fan, the Company’s Chief Operating Officer and a Director and a brother of Guo
Fan, is the Chief Executive Officer of Chongqing Yahu Information Development
Co, Ltd., a limited liability company organized under the laws of the People’s
Republic of China (“Yahu”) and the beneficial owner of 5% of Yahu’s issued
shares of capital stock. Pursuant to the Share Purchase Agreements dated
September 5, 2006, Yahu is the beneficial owner of 4,950,000 shares of Preferred
Stock of the Company which are convertible into 13,860,000 shares, representing
57.7%, of the Company’s issued and outstanding Common Stock. Accordingly, Yahu
is one of the largest principal stockholders of the Company. Mr. Tao Fan was
a
nominee for reelection to the Board.
Voting
Securities and Principal Holders Thereof
The
following table lists, as of August 8, 2007, 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.
The
percentages below are calculated based on 10,100,000 shares of our common stock
and 5,000,000 shares of our Preferred Stock issued and outstanding as of the
Record Date. Each share of Preferred Stock is convertible into 2.8 shares of
Common Stock. The holders of shares of 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 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. We do not have any other
outstanding options, warrants or other securities exercisable for or convertible
into shares of our common stock.
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Amount
and Nature
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of
Beneficial
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Name
of Beneficial Owner
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Class
of Stock
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Ownership
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Percent
of Class
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Owners
of More than 5%
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Chongqing
Yahu Information
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Development
Co., Ltd. (1)
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Series A
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4,950,000
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99%
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c/o
Chongqing Qinbao
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Convertible
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Technology
Ltd.
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Preferred
(2)
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No.
78 1st Yanghe Village
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Jiangbei
District, Chongqing
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China
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Directors
and Executive Officers:
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Guo
Fan
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Common
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7,600,000
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75%
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c/o
Pay88, Inc.
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1053
North Barnstead Road,
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Center
Barnstead, NH 03225
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Tao
Fan (1)
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Series A
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4,950,000
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99%
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c/o
Chongqing Qinbao
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Convertible
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Technology
Ltd.
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Preferred
(2)
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No.
78 1st Yanghe Village
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Jiangbei
District, Chongqing
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China
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Gordon
Preston
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N/A
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0
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0
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c/o
Pay88, Inc.
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1053
North Barnstead Road,
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Center
Barnstead, NH 03225
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Lin
Xu
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N/A
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0
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Less
than 1%
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c/o
Chongqing Qinbao
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Technology
Ltd.
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No.
78 1st Yanghe Village
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Jiangbei
District, Chongqing
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China
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Shiqing
Fu
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N/A
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0
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0
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c/o
Chongqing Qinbao
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Technology
Ltd.
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No.
78 1st Yanghe Village
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Jiangbei
District, Chongqing
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China
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All
directors and executive Common
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7,600,000
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75%
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officers
as a group
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(five
persons)
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Series A
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Convertible
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Preferred
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4,950,000
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99%
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______________
(1)
Chongqing Yahu Information Development Co., Ltd. ("Yahu") is a limited liability
company organized under the laws of the People's Republic of China. Yahu is
engaged in the development and sale of software and related services used in
effectuating wire transfers and other electronic commerce transactions. 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.
(2)
Each
share of Series A Preferred Stock is convertible, at the option of the holder
thereof, into 2.8 shares of the Company's common stock. Accordingly, the Series
A Convertible Preferred shares acquired by Yahu and Ying Bao are convertible,
respectively, into 13,860,000 shares (representing 57.7%) and 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.
Directors
and Executive Officers
In
all,
the nominees for reelection to our Board were:
Name
|
Age
|
Positions
and Offices
|
Guo
Fan
|
29
|
Chairman,
President, CEO, and Director
|
Tao
Fan
|
35
|
Chief
Operating Officer
|
Gordon
Preston
|
64
|
Secretary
and Director
|
Shiqing
Fu
|
43
|
Director
|
On
August
8, 2007, by written consent (the “Written Consent”) from certain principal
stockholders of the Company, the number of directorships has been reduced from
five to four and each of the nominees for reelection to the Board has been
elected. Each of the directors of the Company has been elected to serve until
their successor(s) have been elected and qualified.
Legal
Proceedings.
There
are
no proceedings to 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. Except as disclosed below,
none of our directors or officers has been affiliated with any company that
has
filed for bankruptcy within the last five years. The following is a brief
account of each Director’s education and business experience during the past
five years, and any other directorships held in reporting companies.
The
Nominees to the Board.
Mr.
Guo
Fan has been our Chairman, President and CEO since our incorporation. 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. Mr. Fan
received his Associate in Science Degree from the New Hampshire Technical
Institute (NHTI) in Aug of 1998. As set forth herein, Guo Fan is the beneficial
owner of 7,600,000 shares, representing approximately 76%, of the Company’s
Common Stock issued and outstanding.
Mr.
Tao
Fan has been our chief operating officer since September 5, 2006. He is the
Chief Executive Officer and Chairman of the Board of Directors of Chongqing
Qianbao Technology Ltd., a limited liability company organized under the laws
of
the People's Republic of China ("Qianbao"). Qianbao is a wholly-owned subsidiary
of the Registrant. Mr. Tao Fan is also the Chief Executive Officer of Chongqing
Yahu Information Development Co., Ltd. (“Yahu”), a principal shareholder of the
Registrant. Over the past five years, Mr. Tao Fan has served as a senior
operations consultant for several Chinese corporations. These
corporations include but are not limited to Chongqing Wanguo Shareholding
Co., Ltd., Chongqing Ice Water Ltd., and Chongqing Shuanggui Industrial Garden
Ltd. Mr. Tao Fan studied in China Northern Industrial University from 1991
to 1993, majoring in English and Information Technology. As set forth
herein, Yahu is the beneficial owner of 4,950,000 shares, representing
approximately 99%, of the Company’s Series A Convertible Preferred Stock issued
and outstanding.
Mr.
Gordon Preston has been a Director and our secretary since our incorporation.
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.
Shiqing Fu has been a director of Pay88 since September 5, 2006. Ms. Fu is
a
licensed accountant practicing in Chongqing, China. From 2001 until February
2004, Ms. Fu served as Vice General Manager of Chongqing Deheng Securities
Ltd.,
where she was responsible for the day to day operations. 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.
Certain
Relationships and Related Transactions.
Currently,
we utilize space in New Hampshire 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, our Chief Executive Officer, President, Chairman,
and Director, 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 and is payable on demand.
Principal and interest are due and payable on August 31, 2008. In addition,
Mr.
Fan has advanced us additional funds in the amount of $130,006. Such loan bears
interest at the rate of 5% per annum and is payable on demand. Mr. Tao Fan,
who
is Guo Fan’s brother, has advanced us funds in the amount of $157,815. Such
amount bears interest at the rate of 2% and is payable on demand.
On
August
3, 2005, Pay88 entered into a five year agreement with Chongqing Yahu
Information Development Co., Ltd. Mr. Tao Fan, our Chief Operating Officer
and a
brother of Mr. Guo Fan, our Chief Executive Officer, President, Chairman, and
Director, is the Chief Executive Officer of Chongqing Yahu Information
Development Co., Ltd. and owns 5% of its issued shares of capital stock. The
agreement provides for two services to be provided to us by Chongqing Yahu
Information Development Co., Ltd. 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 Chongqing Yahu Information Development Co., Ltd. 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
September 5, 2006, the Company entered into a Share Purchase Agreement with
Qianbao, Chongqing Yahu Information Development Co., Ltd., and Ying Bao.
Pursuant to the Share Purchase Agreement, Pay88 agreed to acquire Qianbao at
a
closing held simultaneously therewith by purchasing from Chongqing Yahu
Information Development Co., Ltd. and Ying Bao all of their respective shares
of
Qianbao's registered capital, which represented 100% of the issued and
outstanding share capital of Qianbao. In consideration therefor, Pay88 agreed
to
issue to shares of the Company's Series A Convertible Preferred Stock as
follows: 4,950,000 shares to Chongqing Yahu Information Development Co., Ltd.
and 50,000 shares to Ying Bao. Mr. Tao Fan, our Chief Operating Officer and
a
brother of Mr. Guo Fan, a director and officer of the Company, is the Chief
Executive Officer of Chongqing Yahu Information Development Co., Ltd. and owns
5% of its issued shares of capital stock.
Compliance
with Section 16(a) of the Exchange Act.
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. Based
solely upon a review of Forms 3, 4 and 5 furnished to the Company, we are
unaware of any persons who during the fiscal year ended December 31, 2006 were
directors, officers, or beneficial owners of more than ten percent of the common
stock of the Company who failed to file, on a timely basis, reports required
by
Section 16(a) of the Securities Exchange Act of 1934, as amended, during such
fiscal year, except as follows: Tao Fan, our Chief Operating Officer, filed
with
the SEC a Form 3 on April 6, 2007, stating that he was appointed as our Chief
Operating Officer on February 1, 2007; and Gordon Preston, our Secretary and
Director, did not timely file with the SEC a Form 4 disclosing that he disposed
of 400,000 shares of our common stock on December 31, 2006, although he did
file
with the SEC on February 6, 2007 a Form 5 with respect to such transaction.
Director
Independence.
We
are
not subject to the listing requirements of any national securities exchange
or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
We do believe that the following director currently meets the definition of
“independent” as promulgated by the rules and regulations of the American Stock
Exchange: Shiqing Fu.
Meetings
and Action by Written Consent.
During
the fiscal year ended December 31, 2006, our Board of Directors had one meeting
and took one action by written consent.
Audit
Committee Financial Expert.
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 directors have been performing the functions of
an
audit committee.
Nominating
Committee.
The
Board
of Directors has not established a nominating committee. The Board is of the
opinion that a nominating committee is not necessary since the directors have
been performing the functions of a nominating committee.
Compensation
Committee.
The
Board
of Directors has not established a compensation committee. The Board is of
the
opinion that a compensation committee is not necessary since the directors
have
been performing the functions of a compensation committee.
Shareholder
Communications.
Shareholders
of the Company may submit proposals or otherwise communicate with the Board
of
Directors if they do so in accordance with applicable regulations of the SEC
and
the laws of the State of Nevada. Shareholder communications should be addressed
to Pay88, Inc. Attn: Chief Executive Officer, 1053 North Barnstead Road,
Barnstead, New Hampshire 03225.
Compensation
of Directors and Executive Officers
During
the period from our incorporation on March 22, 2005, through December 31, 2006,
Guo Fan was our President, Chief Executive Officer, Chairman, and Director.
During such period, Mr. Fan did not receive any compensation for his services.
Additionally, during such period, none of our other officers earned compensation
exceeding $100,000 per year.
We
have
no pension, health, annuity, bonus, insurance, equity incentive, non-equity
incentive, stock options, profit sharing or similar benefit plans. No stock
options or stock appreciation rights were granted to any of our directors or
executive officers during the period from the date of our incorporation on
March
22, 2005 through December 31, 2006.
Effective
February 1, 2007, the Company entered into an Employment Agreement with Mr.
Guo
Fan, under which Guo Fan will continue to serve as our Chairman, President
and
Chief Executive Officer. Under such agreement, Mr. Fan will receive an annual
salary of $100,000 during the five-year term commencing on February 1, 2007.
Such agreement also provides that if Guo Fan’s employment is terminated without
cause at any time within the five year term, the Company will pay him his salary
through January 31, 2012.
Effective
February 1, 2007, the Company entered into an Employment Agreement with Mr.
Tao
Fan, under which he will be employed as our Chief Operating Officer. Such
agreement provides that Tao Fan will receive an annual salary of $50,000 during
the five-year term. The agreement also provides that if Mr. Fan’s employment is
terminated without cause at any time within the five year term commencing on
February 1, 2007, the Company will pay him his salary through January 31,
2012.
Outstanding
Equity Awards.
As
of
December 31, 2006, none of our directors or executive officers held unexercised
options, stock that had not vested, or equity incentive plan
awards.
Compensation
of Directors.
During
the period from March 22, 2005 to December 31, 2006, no director received any
type of compensation from the Company. No arrangements are presently in place
regarding compensation to directors for their services as directors or for
committee participation or special assignments. We have not granted any stock
options to any of our officers, directors, or any other persons, but we may
grant such options in the future.
Other
Proposed Action
As
of the
date of this Information Statement, the Company knows of no business other
than
those described herein which have been approved or considered by the holders
of
a majority of the shares of the Company’s voting stock.
IF
YOU
HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE RESTATED
ARTICLES, PLEASE CONTACT:
Barnstead,
New Hampshire 03225
(603)
776-6044