SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: July 29, 2004 PAYGARD, INC. -------------------------------- (Exact name of registrant as specified in its charter) NEVADA 0-29685 95-4783100 - - ---------------- ------------- ------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No. incorporation) pre-merger) 350 South Center Street, Suite 500, Reno, NV 89501 ---------------------------------------------------------- (Address of principal executive offices)(Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775) 284-3700 ITEM 1. CHANGES IN CONTROL OF REGISTRANT None. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS None. ITEM 3. BANKRUPTCY OR RECEIVERSHIP None. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT None. ITEM 5. OTHER EVENTS REGULATION FD DISCLOSURE None. ITEM 6. RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS Gregory James Kennedy, resigned as Director effective immediately. Lindsay C.S. Sanford, resigned as Director effective July 19th, 2004 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS Financial Statements None. Exhibits None. ITEM 8. CHANGE IN FISCAL YEAR None. ITEM 9. REGULATION FD DISCLOSURE None. ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. None. ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. None. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. None. 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 thereunto duly authorized. Date: July 29, 2004 PAYGARD, INC. By: /s/ Gerve Brazier --------------------------- Gerve Brazier, President