Paygard Inc – ‘8-K/A’ for 8/4/05

On:  Friday, 8/5/05, at 4:37pm ET   ·   For:  8/4/05   ·   Accession #:  1072588-5-203   ·   File #:  0-29685

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            5     20K 
 2: EX-99       Miscellaneous Exhibit                                  1      6K 

8-K/A   —   Amendment to Current Report
Document Table of Contents

8-K/A
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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.
--------------------------------
  (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

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))                                                

8-K/A
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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                                                            

8-K/A
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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                                                            

8-K/A
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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                                        

8-K/A
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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
                                               ---------------------------
                                            Gerve Brazier, President

Dates Referenced Herein

				Referenced-On Page
This ‘8-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/5/05							None on these Dates
For Period End:		8/4/05		1		5
		6/9/05		3
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