8-K

UNITED STATES

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 Event Requiring Report: March 27, 2008

TRUSTCASH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation or organization)

000-49838 (Commission File Number) 94-3381088 (IRS Employer Identification Number)

Kent Carasquero, Chief Executive Officer

400 Park Avenue, Suite 1420, New York, New York 10022

(Address of principal executive offices)

(877) 797-4798

(Registrant's telephone number, including area code)

N/A

(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:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

_____________________________________________________________________________________________

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

 

_____________________________________________________________________________________

(a)       Effective March 27, 2008, the board of directors of Trustcash Holdings, Inc. (the “Company”) accepted the resignation of Gregory Moss as a director of the Company.

Mr. Moss’ resignation was predicated on his removal as the Company’s chief executive officer by the board of directors and his concern over deliberations held without his inclusion by the board of directors in connection with certain public disclosure disseminated in regard to the prospective merger of the Company with Paivis Corp. Mr. Moss believes that under these circumstances he can no longer fulfill his responsibilities as a member of the board of directors.

A copy of the correspondence received from Mr. Moss in respect to his resignation is attached hereto.

_____________________________________________________________________________________

ITEM 8.01 OTHER EVENTS

_____________________________________________________________________________________

Effective March 31, 2008 the board of directors, appointed Mr. Claudio Lai as the Company’s Chief Technical Officer.

For the last five years Mr. Lai has been and remains the Chief Technical Officer of Vertutech Industries, Inc. a programming, software and web design company. Mr. Lai has managed numerous projects with Vertutech including:

• Management of web design projects for sites such as IMPAQ (www.impaqcorp.com)

• Development of web programs (modules) which included; email subscription programs,

password management systems, e-commerce solutions, a content delivery systems.

• Development of database management software.

• Customizing already developed content management systems.

• Web server management.

• Customizing of shopping cart systems.

_____________________________________________________________________________________

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

_____________________________________________________________________________________

 

(d) The following exhibit is included as part of this report.

EXHIBIT PAGE

NO. NO. DESCRIPTION

 

17 Attached Greg Moss correspondence dated March 27, 2008

_____________________________________________________________________________________

2

_____________________________________________________________________________________

SIGNATURE

_____________________________________________________________________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Trustcash Holdings, Inc.

 

By: /s/ Kent Carasquero April 1, 2008

Name: Kent Carasquero

Title: Chief Executive Officer

3

EX-17

EXHIBIT 17

March 27, 2008

Dennis Shafer

Chairman, Board of Directors

Trustcash Holdings, Inc.

400 Park Avenue

Suite 11420

New York, New York 0022

Dear Dennis;

I hereby resign as a director of Trustcash Holdings, inc. (the “Company”), effective

immediately.

I intend for this letter to constitute a written correspondence concerning the circumstances surrounding my resignation within the meaning of item 5M2(a)(2) of Form 8-K.

After being removed by a majority of the board as Chief Executive Officer of the Company on February 12, 2008 and as an officer and director of Trustcash LLC on March 4, 2008, it has become clear to me that I cannot properly discharge my responsibilities as a board member of Trustcash Holdings, Inc., since neither you nor our fellow board member and current Chief Executive Officer Kent Carasquero have been willing to engage with me in what I consider to be appropriate board deliberations and oversight.

I have deep concerns, which 1 have expressed to you and Kent, concerning the Company’s current operations and strategic direction. Also, I am not comfortable with recent disclosures from the Company to investors, including a series of public statements you apparently made earlier this month about the possible pending transaction with Paivis Corp. Since neither you nor Kent discussed these statements or the status of the Paivis transaction with me in advance of making them, I do not have sufficient information to judge the accuracy of these statements or to know whether a transaction with Paivis would or would not be in the best interests of the stockholders. In general, as a member of the Board, despite requests by me, I am not being provided with the information necessary to make fully informed decisions or to fulfill my duties as a director.

Best wishes,

/s/ Gregory Moss

Gregory Moss

cc: Kent Carasquero