8-K/A: Current report
Published on April 23, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): April 22, 2008
Versa
Card, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-27407
|
98-0187705
|
|
(State
or Other Jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
File
Number)
|
Identification
Number)
|
|
1615
Walnut Street, 3rd Floor, Philadelphia, PA 19103
|
_____________________________________ |
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (604)
209-1886
(Former
Name or Former Address, if Changed Since Last Report)
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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01
|
Other
Events.
|
This
8-K
is filed to amend an 8-K filed under the signature of William R. Dunavant
on
April 22, 2008. The Company advises all interested parties that all filings
that purport to be on behalf of the Company and are signed by William
R. Dunavant
are
unauthorized and not to be relied upon as communications from the
Company.
Richard
Specht, Secretary of the Company, is the only officer authorized to file
8-Ks on
behalf of the Company. The Company denies that Mr. Specht is acting on behalf
of
Mr. Rene Hamouth.
The
Company believes that Mr. Rene Hamouth is current in the filing of all Form
3s
and Form 4s.
The
Company denies that Mr. William R. Dunavant, the then interim Chief Executive
Officer, did not authorize the filing of the Company’s 2007 10-K and its related
amendments.
Item
11
of the Company’s 10-K, contains entries that are inconsistent with the audited
financial statements included therein, including the Statement of Stockholder’s
equity. Item 11 improperly includes shares that may be issued in connection
with
the Merger
Agreement dated November 21, 2007, between the Company and First Versatile
Smartcard Solutions Corporation. Since the merger
has not been completed, the Company’s auditors concluded the shares issuable in
the merger are not outstanding, as stated in Footnote 9 to the Financial
Statements included in the 10-K. The Statement of Stockholder’s Equity in the
Financial Statements accurately reflects the number of shares of the Company’s
common stock that were issued and outstanding as of the filing of the 10-K.
The
Company will promptly file an amendment to the 10-K to correct Item 11.
Item
11
on the Company’s 2007 10-K should read as follows:
The
table
below shows the amount and class of stock of the Company beneficially owned
as
of April
14,
2008, by
each
of our directors and executive officers, each person whom we believe
beneficially owns more than 5% of our outstanding voting stock; and all
executive officers and directors as a group. In accordance with the rules
of the
Securities and Exchange Commission, beneficial ownership as disclosed in
the
table below includes shares currently owned as well as shares which the named
person has the right to acquire beneficial ownership of within 60 days, through
the exercise of options.
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Name
and Address of Beneficial Owner (1)
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Number
and Class of Common Shares Beneficially Owned
|
Percent
of Class
|
|||||
|
Richard
Specht (2)
|
90,500
|
1.3
|
%
|
||||
|
Rene
Hamouth (3)
|
1,721,588
|
24.9
|
%
|
||||
|
William
Dunavant (4)
|
10,000
|
0.01
|
%
|
||||
|
All
Directors and Officers as a Group (2 persons)
|
100,500
|
1.5
|
%
|
||||
(1)
If no
address is given, the named individual is an executive officer or director
of
Intrepid Global Imaging 3D, Inc. whose business address is 1615 Walnut Street,
3rd Floor, Philadelphia, PA 19103
(2)
Mr.
Specht is a Director and Secretary of the Company. 88,000 shares are registered
in the name of Specht Family Trust. Mr. Specht is the trustee of the Specht
Family Trust. 2,500 shares are registered in the name of Richard
Specht.
1
(3)
Includes 354,665 shares registered in the name of the Hamouth Family Trust
and
145,863 shares registered in the name of Mr. Hamouth’s spouse, Leona Hamouth.
Mr. Hamouth is the trustee of the Hamouth Family Trust.
(4)
Mr.
Dunavant is a Director and interim CEO of the Company.
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 hereunto
duly authorized.
|
Versa
Card, Inc.
|
||
| |
|
|
| Date: April __, 2008 | By: | /s/ Richard Specht |
|
Richard Specht |
||
| Corporate Secretary | ||
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