SecProbe.io

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                            David Lubin & Associates
                              92 Washington Avenue
                              Cedarhurst, NY 11516
                            Telephone: (516) 569-9629
                            Facsimile: (516) 569-5053

                                                                December 9, 2005

Via EDGAR

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attention:  Timothy A. Geischecker

        Re:      Pay88, Inc.
                 Registration Statement on Form
                 SB-2 Filed on October 14, 2005
                 File Number 333-125581

Ladies and Gentlemen:

      Pay88, Inc. (the "Company") herewith files with the Securities and
Exchange Commission (the "Commission") an amended registration statement on Form
SB-2 (the "Amended Registration Statement") in response to the Commission's
comments, dated November 8, 2005 (the "Comment Letter"), with reference to the
Company's registration statement on Form SB-2 (the "Registration Statement")
filed with the Commission on October 14, 2005.

      In addition, please note that the financial statements of the Company have
been updated from August 31 to September 30, and corresponding changes have been
made in the MD&A and throughout the Amended Registration Statement.

      In addition to the Amended Registration Statement, the Company
supplementally responds to all the Commission's comments as follows:

General

      1. Comment: Please provide us with your Internet address. Refer to Item
101(c)(3) of Regulation S-B.

      Response: The Company does not have an Internet address.

      2. Comment: Please provide us with your analysis regarding the
applicability of and compliance with:

      (a)   Rule 419 under the Securities Act; and

      (b)   Rule 3a4-1 under the Securities Exchange Act.

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Securities and Exchange Commission
December 9, 2005
Page 2

      Response: (a) We do not believe that Rule 419 under the Securities Act is
applicable to the Registrant. A "blank check company", as defined in Rule 419
under the Securities Act, is a company that is a development stage company that
has no specific business plan or purpose or has indicated that its business plan
is to engage in a merger or acquisition with an unidentified company and is
issuing penny stock. Although the Registrant is a development stage company
which has issued penny stock, we believe that it has a specific business
purpose, has taken specific steps to implement that business purpose and has not
indicated that its business plan is to engage in any kind of business
combination. Moreover, the Registrant's management has represented to us that
the Registrant has no current intention to engage in a business combination.

      The Registrant has indicated in the Prospectus included the Registration
Statement some of the steps it has taken to implement its specific business
purpose:

            1. "Our goal is to offer persons in the United States near
      instantaneous, efficient and secure online money transfer services to
      China. To further this objective, we have entered into a five year
      agreement with Chongqing Yahu Information, Limited, a Chinese corporation,
      to license their proprietary software and technology."

            2. "We have a consulting agreement with First Line Capital, LLC, a
      New York based firm to assist us with various business and financial
      services including: assistance in corporate development (competitive
      environment, financial performances vs. competition, strategies,
      operational viability, etc.), preparation of a business plan and
      preparation of all necessary documentation in connection with the listing
      of the Company on the Over the Counter Bulletin Board."

            3. "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."

(b) In accordance with Rule 3a4-1 under the Securities Exchange Act, we do not
believe that any associated person of the Registrant will be deemed to be broker
by reason of participation, if any, in the sale of the Registrant's shares of
common stock by the selling stockholders named in the Prospectus for the
following reasons:

      (1) In conformance with paragraph (a)(4)(iii) of Rule 3a4-1, the
      participation, if any, by Messrs. Guo Fan and Gordon Preston, who as the
      Registrant's executive officers and directors are associated persons of
      the Registrant, in the sale of the registered securities of the Registrant
      by the Selling Stockholders, would be strictly limited to the activities
      set forth in subparagraphs (A), (B) and (C) of paragraph (a)(4)(iii);

      (2) In conformance with paragraph (a)(1) of Rule 3a4-1, to our knowledge
      after due inquiry of such persons, neither of such persons is subject to a
      statutory disqualification, as that term is defined in Section 3(a)(39) of
      the Securities Exchange Act;

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Securities and Exchange Commission
December 9, 2005
Page 3

      (3) In conformance with paragraph (a)(2) of Rule 3a4-1, to our knowledge
      after due inquiry of such persons, neither of them will compensated in
      connection with his participation, if any, by the payment of commissions
      or other remuneration based either directly or indirectly on transactions
      in securities; and

      (4) In conformance with paragraph (a)(3) of Rule 3a4-1, to our knowledge
      after due inquiry of such persons, neither of such persons at the time of
      any participation will be an associated person of a broker or dealer.

      3. Comment: Please revise to expand your disclosure to highlight the
difference in the price paid by the current shareholders versus that which will
be paid in this offering. In this connection we note that the price listed in
the prospectus is $.02 per share. We also note elsewhere in the prospectus the
disclosure that the selling stockholders may sell the shares from time to time
at the prevailing market price or in negotiated transactions. These two
statements appear to be in conflict.

      Response: In accordance with the Commission's comment, the "Offering
Price" in the table under "The Offering" under "Prospectus Summary" has been
changed to read: "At the prevailing market price or in negotiated transactions,"
to conform to the statements as to price on the cover page of the Prospectus and
under "Plan of Distribution."

      4. Comment: Please note the updating requirements of Rule 3l0(g) of
Regulation S-B.

      Response: The Company is aware of, and will comply with, the updating
requirements of Rule 310(g) of Regulation S-B and such requirements.

      5. Comment: Please file updated consents for all audited financial
statements included in your next filing.

      Response: The Amended Registration Statement contains an updated consent
with respect to the audited financial statements.

Prospectus Summarv - Corporate Background. page 1

      6. Comment: Your disclosure in the registration statement concentrates on
operations after incorporation. Revise to disclose all material activities and
events related to Pay88, such as Chongqing, China-based Cqbbs, the prior chief
executive Zui Weidong, etc. as they relate to the company. Also disclose that at
this time the company has two part-time officers who also are the company's
directors and it has no employees.

      Response: The Amended Registration Statement has been revised in
accordance with the Commission's comment regarding the Company's officers and
directors. The material activities and events relating to the Company are
included in the Description of Business.

<PAGE>

Securities and Exchange Commission
December 9, 2005
Page 4

Risk Factors
Since our officers work or consult for other.............page 3
--------------------------------------------             ------

      7. Comment: Clarify that your officers and directors are the same two
people.

      Response: The Amended Registration Statement has been clarified that the
officers and directors are the same two people in accordance with the
Commission's comment.

We may not be able to raise sufficient capital or generate adequate revenue to.
.....page 4

      8. Comment: Please revise to include your disclosure regarding a going
concern from page 14 to this risk factor.

      Response: The Amended Registration Statement has been revised to include
the disclosure regarding a going concern in accordance with the Commission's
comment.

We are subject to various United States federal, state        page 5

      9. Comment: Note whether or not China is one of the countries subject to
any specific restrictions.

      Response: The Amended Registration Statement has been revised in
accordance with the Commission's comment.

Description of Business. page 7 Summarv

      10. Comment: In the fourth paragraph on page 8, briefly explain how a
customer will be able transfer money over the Internet from the U.S. to China,
and how a customer in China will be able to collect cash through the Internet.

      Response: The Amended Registration Statement has been revised in
accordance with the Commission's comment.

Monev Transfer Market Overview, page 8

      11. Comment: Please clarify what the $11 billion number is composed of.
For example is this what Western Union has reported for individuals worldwide,
or just from the U.S. to China, or is this all Western Union transfers,
including corporate transfers, or is it all transfer payments by all financial
institutions?

      Response: The article from where this source was derived does not
explicitly explain if the $11

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Securities and Exchange Commission
December 9, 2005
Page 5

billion is for individuals worldwide or just from the US to China or all Western
Union transfers.

      12. Comment: Reference is made to the top of page 9. Please confirm that
the 2.4 million figure is for PRC passport holders who reside in the U.S.

      Response: The article from where this source was derived does not
explicitly state that this represents PRC passport holders.

Software, page 9

      13. Comment: Please revise to explain what you mean by, "electronic purse
via a devoted channel."

      Response: The Amended Registration Statement has been revised to explain
what is an electronic purse.

Marketing. page 10

      14. Comment: Please advise us of all plans, understandings or agreements
with respect to the private placement that is mentioned in the second paragraph.
In addition, please advise whether or not the proposed offering poses an issue
of integration.

      Response: The Company has no plans, understandings or agreements with
respect to the private placement mentioned in the Registration Statement. It is
the Company's intention that once the Registration Statement is declared
effective and the Company is listed on the Bulletin Board, the Company will
commence a private placement, but currently there is no firm determination on
how to proceed. Since there is no time frame as to when the Registration
Statement will be effective and when the Company will be listed, if at all, the
Company has no current plans with respect to any future offerings. The Company
has no specific plans, understandings or arrangements with respect to any
private offering of its securities; no contemplation has been given by
management with respect to the securities to be offered or any other issues with
respect to any offering. Accordingly, we believe there is no integration issue
to consider.

Competition. page 10

      15. Comment: In the description of Capital Electronic-Store on page 11,
please clarify the first part of the last sentence. Also, please clarify the
discussion regarding SmartPay Jieyin Ltd. Specifically, it is unclear what you
mean by a professional company and the reference to mobile payment, or the
reference to property rights.

      Response: The Company has clarified the first part of the sentence and the
discussion regarding SmartPay Jieyin in the Amended Registration Statement.

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Securities and Exchange Commission
December 9, 2005
Page 6

Government Regulation. page 12

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      16. Comment: The first sentence seems unnecessary. We would presume that
for all companies that complying with the law and regulations is part of their
operations.

      Response: The Company deleted the first sentence in accordance with the
Commission's comment.

      17. Comment: In the second paragraph, please disclose the range of minimum
net worth required by the various regulators.

      Response: The Amended Registration Statement has been revised in
accordance with the Commission's comment.

      18. Comment: Please revise to explain what you mean by, "we do not have
material amount subject to any such law." Since you have no revenues and it
appears that you have not begun operations, it would follow that no amount is
subject to any such law.

      Response: The Company has deleted this sentence from the Amended
Registration Statement.

Management's Discussion and Analvsis or Plan of Operation. page 13

      19. Comment: Although you have not posted any revenue yet, we see that you
incurred a loss of $140,160. Please revise to discuss your expenses. Refer to
Item 303 of Regulation S-B.

      Response: Management's Discussion and Analysis has been revised to discuss
the nature of the expenses pursuant to Item 303 of Regulation S-B.

Involvement in Certain Legal Proceedings. page 15

      20. Comment: Please revise your disclosure in accordance with Item 103 of
Regulation S-B and refrain from limiting the legal proceedings in terms of
administrative, securities, etc. "

      Response: The Amended Registration Statement has been revised to delete
the disclosure, as no Item 103 disclosure is necessary.

Selling Security Holders. page 16

      21. Comment: Please revise to provide a legal analysis under the
securities laws regarding how the stockholders acquired shares in the private
placement.

      Response: The Amended Registration Statement has been revised to provide
the applicable securities laws exemptions relied on by the Company with respect
to how the stockholders acquired shares in the private placement.

         22. Comment: Please revise to disclose whether or not any of the
selling security holders had

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Securities and Exchange Commission
December 9, 2005
Page 7

a preexisting relationship with the company before they purchased the shares.

      Response: The Amended Registration Statement has been revised to disclose
that the Chinese stockholders had a preexisting relationship with Mr. Fan or his
family before they purchased the shares.

      23. Comment: Please explain, or revise accordingly, how stockholders such
as Ping Liu, Tao Min, Li Liu, etc. will not have shares after the offering yet
the percentage of total issued and outstanding shares held after the offering
indicates they will have shares (Ping Liu (.0124), Tao Min (.001); Li Liu
(.001), etc.).

      Response: The Amended Registration Statement has been revised to correct
the typographical mistakes which were made in the Registration Statement.

Admission to Ouotation on the OTC Bulletin Board. page 22

      24. Comment: We note the disclosure in the second paragraph that you must
have one market maker who is willing to list quotations for your securities, and
you do not have one. We also note elsewhere in the prospectus that your company
is dependent upon raising additional capit