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: October 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
 

475 Lenox Road, Suite 400, Atlanta, Georgia30326

(Address of principal executive offices)
 

(800) 975-5196

(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))

ITEM 7.01      REGULATION FD DISCLOSURE

The information contained herein includes a press release attached as Exhibit 99 which is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. However, this information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.

ITEM 8.01 OTHER EVENTS

On October 24, 2008, Trustcash Holdings, Inc. (the “Company”) filed a complaint against Gregory Moss, former CEO, CFO, principal accounting officer, and director, and Ayuda Funding, Corp. (“Ayuda”) in the United States District Court for the District of New Jersey. The complaint alleges that the defendants knowingly engaged in the illegal and fraudulent distribution of approximately 15,000,000 restricted shares of the Company’s common stock into the over-the-counter public market. The Company seeks (i) an injunction restraining the defendants from selling additional shares, (ii) monetary damages to be determined at trial, and (iii) to restrain the removal of a restrictive legend from additional shares, held in the name of Mr. Moss.

_____________________________________________________________________________________

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

_____________________________________________________________________________________
 

(d)     Exhibits

The following exhibits are filed herewith:

99     Press release regarding the complaint filed by the Company against Gregory Moss and Ayuda Funding, Corp.

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                         October 28, 2008

Name: Kent Carasquero

Title: Chief Executive Officer

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EX-99

Exhibit 99

NEWS RELEASE

TRUSTCASH FILES COMPLAINT AGAINST FORMER CHIEF EXECUTIVE OFFICER ALLEGING THE IMPROPER DISTRIBUTION OF RESTRICTED SECURITIES INTO THE MARKET PLACE

Atlanta, GA – Tuesday October 28, 2008 – Trustcash Holdings, Inc. (“Trustcash”) (OTCBB: TCHH) announced today that it has filed a complaint against former officer and director Gregory Moss and Ayuda Funding, Corp., for the improper distribution of restricted shares into the market.

Trustcash’s complaint, filed on October 27, 2008 in the United States District Court for the District of New Jersey, alleges that Mr. Moss and Ayuda Funding knowingly engaged in the illegal and fraudulent distribution of restricted shares of Trustcash’s common stock into the over-the-counter public market. Trustcash claims the market impact of this distribution severely depressed the market value for Trustcash stock, thereby depriving shareholders of the value of their holdings. The defendants’ actions also operated as a major obstruction to the fund raising operations that Trustcash was undertaking.
 
Trustcash claims that Mr. Moss’ former positions with the company and his beneficial ownership of more than 10% of the outstanding shares of the common stock at the time of the distribution made him an “affiliate” of the company. Therefore, his consecutive transfers to Ayuda on February 19th, 2008, and March 18th 2008 of 1,750,000 and 7,000,000 shares were contrary to the restraints imposed by current securities regulations Mr. Moss resigned as CEO, CFO, principal accounting officer and director of Trustcash on March 27, 2008.
 

About Trustcash

Through its Trustcash brand and website www.trustcash.com , Trustcash is a pioneer of anonymous payment systems for the internet. Trustcash developed a business based on the sale of a virtual stored value card that can be used by consumers to make secure and anonymous purchases on the internet. The company markets its Trustcash^TM payment card, which is sold in denominations ranging from $10 to $200 online. The Trustcash ^TM card is the only "stored value card" produced where no personal data is stored by or available to a vendor or merchant, providing a unique level of both security and privacy to the purchaser.
 

Cautionary Statement Regarding Forward-Looking Statements

A number of statements contained in this press release are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, including the sufficiency of existing capital resources, technological changes and uncertainties related to the development of Trustcash's business model. The actual results Trustcash may achieve could differ materially from any forward-looking statements due to such risks and uncertainties. Trustcash encourages the public to read the information provided here in conjunction with its most recent filings on Form 10-K and Form 10-Q. Trustcash's public filings may be viewed at www.sec.gov .

Contact

Trustcash Holdings, Inc.
Shareholder Communications

info@TrustCash.com
1-800-975-5196

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