SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment #3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 4, 2005
PAYGARD, INC.
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(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
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(Address of principal executive offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775) 284-3700
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.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
Gordon, Hughes & Banks, LLP has resigned as Auditor for Registrant
effective June 9, 2005. No new auditor has been engaged.
The former auditor's report on Registrants financial statements for either
of the past two years actually reported contain no adverse opinion, nor
disclaimer of opinion, nor was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the report contained a qualification
due to the uncertainty regarding the ability to continue as a "going concern".
During the Registrant's two most recent fiscal years reported upon and any
subsequent interim period before Registrant's former auditor resigned.
Registrant had no disagreements with such former auditor on any matter of
accounting principle or practice, financial statements disclosure, or auditing
scope or procedure.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
99.1 Resignation of Auditor
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: August 4, 2005 PAYGARD, INC.
By: /s/ Gerve Brazier
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Gerve Brazier, President