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 Report (Date of earliest event reported) October 13, 2006

PubliCARD, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	0-29794	23-0991870
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)
One Rockefeller Plaza, 14th Floor,
New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)
Registrant's telephone number, including area code		(212) 651-3102

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):

[ ] 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 1.01. Entry into a Material Definitive Agreement

On October 13, 2006, PubliCARD, Inc. (the “Company”) entered into an Assignment of Shares and Assumption of Obligations agreement (the “Agreement”) with Sallyport Investment Partnership (“Sallyport”), pursuant to which the Company assigned 60,058 shares of Series A Preferred Stock of TECSEC, Incorporated (“TECSEC”) to Sallyport in exchange for $150,000. In addition, pursuant to the Agreement, Sallyport agreed to use its best efforts to transfer to the Company or cause to be issued to the Company shares of common stock of TECSEC representing 2 ½% of TECSEC’s common stock, calculated on a fully-diluted basis and giving effect to shares that may be issued as a result of Sallyport’s financing of TECSEC during the current year. On October 13, 2006, TECSEC confirmed its agreement to issue such shares to the Company.

A copy of the Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

A copy of TECSEC’s confirmation is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

10.1 Assignment of Shares and Assumption of Obligations, dated as of October 13, 2006, between PubliCARD, Inc. and Sallyport Investment Partnership.

10.2 Letter from TECSEC, Incorporated to PubliCARD, Inc., dated as of October 13, 2006.

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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 hereunto duly authorized.

	PubliCARD, Inc.
	Registrant
Date: October 27, 2006	/s/ Joseph E. Sarachek
	Joseph E. Sarachek, President and
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit 

Number  Description 

10.1 Assignment of Shares and Assumption of Obligations, dated as of October 13, 2006, between PubliCARD, Inc. and Sallyport Investment Partnership.

10.2 Letter from TECSEC, Incorporated to PubliCARD, Inc., dated as of October 13, 2006.

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EX-10.1

Exhibit 10.1

Assignment of Shares and Assumption of Obligations

WHEREAS, on December 6, 2000, PubliCARD, Inc. (“Assignor”) purchased 60,058 shares of Series A Preferred Stock (the “Series A Preferred Stock”) of TECSEC, Incorporated ("TECSEC") pursuant to the Series A Preferred Stock Purchase Agreement between Assignor and TECSEC;

WHEREAS, in connection with the purchase of the shares of Series A Preferred Stock, Assignor and TECSEC entered into the Investor Rights Agreement (the “Investor Rights Agreement”) and Assignor, TECSEC and certain other parties entered into the Right of First Refusal and Co-Sale Agreement (the “Right of First Refusal and Co-Sale Agreement”);

WHEREAS, Sallyport Investment Partnership, a Partnership (the “Assignee”) desires to acquire the shares of Series A Preferred Stock held by Assignor and the rights of Assignor under the Series A Preferred Stock Purchase Agreement, Investor Rights Agreement and Right of First Refusal and Co-Sale Agreement that may be assigned by Assignor and to assume Assignor’s obligation thereunder; and

WHEREAS, TECSEC has consented to the transactions contemplated hereby.

NOW THEREFORE, Assignor and Assignee hereby agree as follows:

1. Assignor hereby assigns and transfers to Assignee its right, title and interest in and to the 60,058 shares of Series A Preferred Stock of TECSEC held by it (the “Shares”) and Assignee hereby delivers in connection with such assignment and the other transactions contemplated hereby a check in the amount of $150,000 in immediately available funds, payable to Assignor.

2. Assignee hereby undertakes to use its best efforts transfer to Assignor or cause to be issued to Assignor two and one-half percent (2 1/2 %) of common stock (fully diluted) to Assignor for no additional consideration. This calculation of 2 1/2 % is to be computed as a percentage of TecSec’s existing common stock (fully diluted) plus common stock that may be issued as a result of Assignees financing of TecSec this year.

3. Assignor hereby assigns to Assignee all rights under the Series A Preferred Stock Purchase Agreement, the Investor Rights Agreement and Right of First Refusal and Co-Sale Agreement that may be assigned by Assignor thereunder.

4. Assignee hereby assumes all of Assignor’s obligations under the Investor Rights Agreement and Right of First Refusal and Co-Sale Agreement.

5. Representations of Assignor:

a. Assignor has the requisite corporate power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy laws and other similar laws affecting creditors’ rights generally and general principles of equity.

b. Assignor is the sole record and beneficial owner of the Shares, free and clear of any pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest, voting trust agreement, or other adverse claim of any kind or nature whatsoever (“Liens”), and upon consummation of the transactions contemplated by this Agreement, Assignee will acquire good, valid and marketable title to the Shares, free and clear of any Liens. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Shares.

Dated: October 13, 2006
/s/Joseph E. Sarachek	/s/Thomas W. Charron Jr.
Chief Executive Officer	Thomas W. Charron Jr.
	Principal
PubliCARD, Inc.	Sallyport Investment Partnership

EX-10.2

Exhibit 10.2

TecSec Incorporated

1953 Gallows Road

Vienna, Virginia, 22182

October 13, 2006

PubliCARD Inc.

New York, New York

Attention: Mr. Joe Sarachek

Dear Sir:

This letter confirms my communication with Mr. Joe Sarachek of Friday afternoon, October 13, 2006.

In conjunction with the conveyance of TecSec’s Series A Convertible Preferred heretofore held by PubliCARD Inc to Sally Port Global Corporation, TecSec confirms by this communication, its agreement to issue two and one-half percent (2 1/2 %) of common stock (fully diluted) to PubliCARD Inc. for no additional consideration. 

This calculation of 2 1/2 % is to be computed as a percentage of TecSec’s existing common stock (fully diluted) plus common stock that may be issued as a result of Sally Port Global’s financing of TecSec this year.

Very truly yours,

/s/John R. Petty

John R. Petty