U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarter ended March 31, 2006
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____ to _____
Commission File Number: 333-125581
PAY88, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 20-3136572
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(State of incorporation) (IRS Employer ID Number)
1053 North Barnstead Road, Barnstead, NH 03225
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(Address of principal executive offices)
(603) 776-6044
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES |X| NO |_|
Number of shares of common stock outstanding as of May 24, 2006: 10,000,000
shares of common stock.
Transitional Small Business Format Yes |_| No |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |_| NO |X|
EXPLANATORY NOTE
WE ARE FILING THIS AMENDMENT TO OUR QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER ENDED MARCH 31, 2006 FOR THE PURPOSE OF INCLUDING HEREIN OUR FINANCIAL
STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2006, BECAUSE SUCH FINANCIAL
STATEMENTS WERE INADVERTENTLY OMITTED FROM THE QUARTERLY REPORT, WHICH INCLUDED
INSTEAD OUR FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005.
FOR CONVENIENCE AND EASE OF REFERENCE, WE ARE ONLY FILING THE FINANCIALS OF THIS
QUARTERLY REPORT WITH THE APPLICABLE CHANGES. ACCORDINGLY, THIS AMENDMENT TO
SUCH REPORT SHOULD BE READ IN CONJUNCTION WITH OUR QUARTERLY REPORT FOR THE
QUARTER ENDED MARCH 31, 2006 AND WITH OUR SUBSEQUENT FILINGS WITH THE SEC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PAY88, INC.
FINANCIAL STATEMENTS
MARCH 31, 2006
PAY88, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
MARCH 31, 2006
(Unaudited)
ASSETS
Current Assets:
Cash $ 3,026
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Total Current Assets 3,026
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Total Assets $ 3,026
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accrued Liabilities $ 12,048
Loans Payable - Related Party 50,214
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Total Current Liabilities 62,262
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Long-Term Debt:
Note Payable - Related Party 80,385
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Total Liabilities 142,647
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Commitments and Contingencies
Stockholders' Deficiency:
Preferred Stock, $.001 par value; 5,000,000 shares authorized,
none issued and outstanding --
Common Stock, $.001 par value; 100,000,000 shares authorized,
10,000,000 shares issued and outstanding 10,000
Additional Paid-In Capital 38,001
Deficit Accumulated During the Development Stage (187,622)
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Total Stockholders' Deficiency (139,621)
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Total Liabilities and Stockholders' Deficiency $ 3,026
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The accompanying notes are an integral part of these financial statements.
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PAY88, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
For the Period For the Period
For the Three March 23, 2005 March 23, 2005
Months Ended (Inception) To (Inception) To
March 31, 2006 March 31, 2005 March 31, 2006
-------------- -------------- --------------
Net Revenues $ -- $ -- $ --
------------ ------------ ------------
Costs and Expenses:
Consulting Fees -- -- 121,000
Professional Fees 11,283 -- 50,525
Other General and
Administrative Expenses 4,770 20 12,649
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Total Costs and Expenses 16,053 20 184,174
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Loss from Operations before Other
Income (Expense) (16,053) (20) (184,174)
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Other Income (Expense)
Interest Expense - Related Party (1,508) -- (3,448)
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Total Other Income (Expense) (1,508) -- (3,448)
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Net Loss $ (17,561) $ (20) $ (187,622)
============ ============ ============
Basic and Diluted Loss Per Share $ .00 $ .00
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Weighted Average Basic and Diluted
Shares Outstanding 10,000,000 7,998,000
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The accompanying notes are an integral part of these financial statements.
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PAY88, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the Period For the Period
For the Three March 23, 2005 March 23, 2005
Months Ended (Inception) To (Inception) To
March 31, 2006 March 31, 2005 March 31, 2006
-------------- -------------- --------------
Cash Flows from Operating Activities:
Net Loss $ (17,561) $ (20) $(187,622)
Adjustments to Reconcile Net Loss to
Net Cash (Used) by Operating Activities:
Changes in Assets and Liabilities:
(Increase) in Prepaid Consulting Fees -- (120,000) --
Increase (Decrease) in Accrued Liabilities (675) 110,000 12,048
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Net Cash (Used) by Operating Activities (18,236) (10,020) (175,574)
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Cash Flows from Investing Activities: -- -- --
--------- --------- ---------
Cash Flows from Financing Activities:
Proceeds from Shareholder Advances 14,214 3,330 130,599
Proceeds from Sale of Common Stock -- 8,001 48,001
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Net Cash Provided by
Financing Activities 14,214 11,331 178,600
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Increase (Decrease) in Cash (4,022) 1,311 3,026
Cash - Beginning of Period 7,048 -- --
--------- --------- ---------
Cash - End of Period $ 3,026 $ 1,311 $ 3,026
========= =========
Supplemental Disclosures of Cash Flow Information:
Interest Paid $ -- $ -- $ --
========= ========= =========
Income Taxes Paid $ -- $ -- $ --
========= ========= =========
Supplemental Disclosure of Non-Cash Financing Activities:
Reclassification of Shareholder Advances to
Note Payable - Related Party $ -- $ -- $ 80,385
========= ========= =========
The accompanying notes are an integral par of these financial statements.
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PAY88, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - Basis of Presentation
In the opinion of the Company's management, the accompanying
unaudited condensed financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the information
set forth therein. These financial statements are condensed and therefore do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements.
Results of operations for interim periods are not necessarily
indicative of the results of operations for a full year.
The Company incurred a net loss of $17,561 for the three months
ended March 31, 2006. In addition, the Company had a working capital deficiency
of $59,236 and a stockholders' deficit of $139,621 at March 31, 2006. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.
There can be no assurance that sufficient funds will be generated
during the next year or thereafter from operations or that funds will be
available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital could force the Company to
curtail or cease operations and would, therefore, have a material adverse effect
on its business. Furthermore, there can be no assurance that any such required
funds, if available, will be available on attractive terms or that they will not
have a significant dilutive effect on the Company's existing stockholders.
The accompanying condensed financial statements do not include any
adjustments related to the recoverability or classification of asset-carrying
amounts or the amounts and classifications of liabilities that may result should
the Company be unable to continue as a going concern.
NOTE 2 - Note and Loans Payable - Related Party
Loans payable to the Company's CEO represents advances bearing
interest at 5% per annum that are payable on demand. Interest expense for the
three months ended March 31, 2006 was $504.
Note payable to the Company's CEO bears interest at 5% per annum and
is payable on August 31, 2008. Interest expense for the three months ended March
31, 2006 was $1,004.
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PAY88, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - Commitments and Contingencies
On August 3, 2005, the Company entered into a five year agreement
with Chongqing Yahu Information Limited ("Yahu"). Yahu is a Chinese corporation
formed by Mr. Tao Fan, a brother of Mr. Guo Fan, a significant stockholder,
director and officer of the Company. The Agreement provides for two services to
be provided to the Company by Yahu. The first service is the provision of all
proprietary software needed to effectuate fund transfers between the U.S. 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 the Company 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 the
Company to provide wire transfers from the U.S. to China.
NOTE 4 - Related Party Transactions
Rent
The Company rents office space owned by an officer of the Company
for $200 per month on a month to month basis. Rent expense amounted to $600 for
the three months ended March 31, 2006 and $2,400 for the period April 1, 2005 to
March 31, 2006.
Accrued Liabilities
Included in accrued liabilities at March 31, 2006 is accrued
interest to the Company's CEO in the amount of $3,448 and accrued rent to the
Company's Secretary in the amount of $2,400.
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SIGNATURES
In accordance with to requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 24, 2006
PAY88, INC.
By: /s/ Guo Fan
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Name: Guo Fan
Title: President, Chief Executive
Officer, and Director (Principal
Executive Officer and Principal
Financial Officer)
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