<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

                                -----------------

(Mark One)

[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ____ to ____.

         COMMISSION FILE NUMBER 0-29794

                                 PUBLICARD, INC.
             (Exact name of registrant as specified in its charter)

              PENNSYLVANIA                              23-0991870
      (State or other jurisdiction         (I.R.S. Employer Identification No.)
    of incorporation or organization)

   620 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NY             10020
   (Address of principal executive offices)           (Zip code)

       Registrant's telephone number, including area code: (212) 651-3102

           Securities Registered Pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
         Title of each class         Name of each exchange on which registered
         -------------------         -----------------------------------------
<S>                                  <C>
                NONE                                   NONE
</TABLE>

           Securities Registered Pursuant To Section 12(g) of the Act
                          COMMON STOCK ($.10 PAR VALUE)
            RIGHTS TO PURCHASE CLASS A PREFERRED STOCK, FIRST SERIES

         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by Section 13 or 15(d) of the Securities Exchange
         Act of 1934 during the preceding 12 months (or for such shorter period
         that the registrant was required to file such reports), and (2) has
         been subject to such filing requirements for the past 90 days.
         YES  X   No ___.

         Indicate by check mark if disclosure of delinquent filers pursuant to
         Item 405 of Regulation S-K is not contained herein, and will not be
         contained, to the best of registrant's knowledge, in definitive proxy
         or information statements incorporated by reference in Part III of this
         Form 10-K or any amendment to this Form 10-K. ___

         AS OF APRIL 15, 2002, THE AGGREGATE MARKET VALUE OF THE VOTING COMMON
         STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT WAS APPROXIMATELY
         $2,720,000.

  NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF APRIL 15, 2002: 24,153,402

                    Documents Incorporated By Reference: NONE


<PAGE>
                                    PART III

Items 10, 11, 12 and 13 are hereby amended in their entirety as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The Company currently has six directors, all of whom were elected at
the Annual Meeting of Shareholders held on November 21, 2001. All directors
serve until the next election of directors or until their successors have been
elected and have qualified. There is no family relationship between any of the
directors and executive officers of the Company. In February 2002, Jan-Erik
Rottinghuis resigned as President and Chief Executive Officer of the Company and
from PubliCARD's Board of Directors.

         Set forth below as to each director of the Company is information
regarding age (as of April 15, 2002), position with the Company, principal
occupation, business experience, period of service as a director of the Company
and directorships currently held.

         HARRY I. FREUND: Age 62; Director of PubliCARD since April 12, 1985,
Chairman of the Board of Directors since December 1985 and Chairman of PubliCARD
since October 1998. Mr. Freund has been Chairman of Balfour Investors Inc., a
merchant-banking firm that had previously been engaged in a general brokerage
business ("Balfour"), since 1975, and Chairman of Balfour Advisors, Inc.,
("Balfour Advisors") since 2001.

         JAY S. GOLDSMITH: Age 58; Director of PubliCARD since April 12, 1985,
Vice Chairman of the Board of Directors since December 1985 and Vice Chairman of
PubliCARD since October 1998. Mr. Goldsmith has been President of Balfour since
1975 and President of Balfour Advisors since 2001.

         CLIFFORD B. COHN: Age 50; Director of PubliCARD since July 31, 1980,
and was Vice President of Government Affairs of PubliCARD from April 1, 1982 to
November 20, 1984. Mr. Cohn is currently an attorney for Grayson & Goldin P.C.,
a law firm in Philadelphia, Pennsylvania. Mr. Cohn was the principal of Cohn &
Associates, a law firm in Philadelphia, Pennsylvania, from 1994 to 2001.

         L. G. SCHAFRAN: Age 63; Director of PubliCARD since December 3, 1986.
Mr. Schafran is the Managing General Partner of L.G. Schafran & Associates, an
investment and development firm established in 1984. Mr. Schafran is a Director
of Tarragon Realty Investors, Inc., Chairman of the Board and Co-Chief Executive
Officer of Delta-Omega Technologies, Inc., interim Chief Executive Officer and
Chairman of the Board of Banyan Strategic Realty Trust and Director of Vertex
Interactive, Inc.

         ANTONIO L. DELISE: Age 41; Director of PubliCARD since July 9, 2001.
Mr. DeLise, joined the Company in April 1995 as Vice President, Chief Financial
Officer and Secretary. He was appointed to the Board of Directors in July 2001
and was elected to the additional posts of President and Chief Operating Officer
in February 2002. Prior to joining the Company, Mr. DeLise was employed as a
senior manager with the firm of Arthur Andersen LLP from July 1983 through
March 1995.

         EMIL VOGEL: Age 58; Director of PubliCARD since October 5, 2001. Mr.
Vogel has been the Senior Partner and founder of Tarnow Associates ("Tarnow")
since 1982. Prior to founding Tarnow, Mr. Vogel spent nine years with an
executive search firm in the New York metropolitan area conducting senior level
search assignments. Mr. Vogel is also a director of Q.E.P. Co., Inc.

         The information with respect to the executive officers of the Company
required by this item is set forth in Item 1A of this Form 10-K.


                                       1
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers and persons who
own more than 10 percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely upon the Company's review of the copies of such forms received by
it during the fiscal year ended December 31, 2001 and representations that no
other reports were required, the Company believes that each person who, at any
time during such fiscal year, was a director, officer or, to the Company's
knowledge, beneficial owner of more than 10% of the Company's common stock
complied with all Section 16(a) filing requirements during such fiscal year,
except for one late Form 4 transaction for Larry G. Schafran filed on September
19, 2001 relating to an August 4, 2001 transaction.

ITEM 11. EXECUTIVE COMPENSATION

         The following tables set forth information concerning the cash
compensation, stock options and retirement benefits provided to the Company's
executive officers. The notes to these tables provide more specific information
concerning compensation.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                     LONG-TERM COMPENSATION
                                         ANNUAL COMPENSATION         ----------------------
                                   -------------------------------    RESTRICTED  OPTIONS/         ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR      SALARY      BONUS (1)     STOCK     SARS (2)        COMPENSATION
---------------------------        ----      ------      ---------     -----     --------        ------------
<S>                                <C>       <C>         <C>         <C>         <C>             <C>

Harry I. Freund (3)                2001     $275,000     $     --         --     800,000(11)     $   15,000(7)
Chairman                           2000      312,500           --         --     200,000             15,000(7)
                                   1999      325,000           --         --          --             15,000(7)

Jay S. Goldsmith (3)               2001      275,000           --         --     800,000(11)         22,966(7)
Vice Chairman                      2000      312,500           --         --     200,000             22,966(7)
                                   1999      325,000           --         --          --             22,966(7)

Jan-Erik Rottinghuis (4)           2001      325,000      100,000         --     800,000(11)         13,822(7)
Former President, Chief            2000      342,750      100,000         --     230,000              5,604(7)
Executive Officer and Director     1999       25,228           --         --     800,000(8)       1,475,000(8)

Antonio L. DeLise (5)              2001      250,000       50,750         --     270,000(11)          7,159(9)
President, Chief Operating         2000      250,000       78,875         --     107,500              6,549(9)
Officer, Chief Financial           1999      195,000      100,000         --          --              5,713(9)
Officer and Secretary

Robert J. Caldaroni (6)            2001      107,035       24,148         --      17,000(11)          5,250(10)
Vice President and Controller      2000      109,807       13,875         --       6,750              4,038(10)
                                   1999       39,149        6,000         --      10,000                  -(10)
</TABLE>

(1)      Reflects bonus earned during the fiscal year. In some instances, all or
         a portion of the bonus was paid during the next fiscal year.

(2)      Options to acquire shares of common stock.

(3)      Effective March 1, 2002, the annual salary of each of Messrs. Freund
         and Goldsmith was reduced to $150,000.

(4)      Mr. Rottinghuis was appointed President and Chief Executive Officer of
         the Company by the Company's Board of Directors on November 5, 1999,
         effective early in the year 2000. In February 2002, Mr. Rottinghuis
         resigned as President and Chief Executive Officer of the Company and
         from PubliCARD's Board of Directors.

(5)      Mr. DeLise has served as Chief Financial Officer since April 1995 and
         was appointed to the additional posts of President and Chief Operating
         Officer in February 2002.

(6)      Mr. Caldaroni was appointed Vice President and Controller in November
         2001.

(7)      Represents life insurance premiums paid on behalf of Mr. Freund, Mr.
         Goldsmith and Mr. Rottinghuis.

(8)      Pursuant to an employment letter dated November 2, 1999, Mr.
         Rottinghuis was awarded 200,000 shares of common stock and options to
         purchase a total of 800,000 shares of common stock. The dollar value of
         the 200,000 shares of common stock has been included under the caption
         "All Other Compensation."


                                       2
<PAGE>
(9)      Consists of $4,800, $5,100 and $5,250 in contributions to PubliCARD's
         401(k) plan for 1999, 2000 and 2001, respectively, and $1,909, $1,449
         and $913 for term life and disability insurance payments paid on behalf
         of Mr. DeLise for 1999, 2000 and 2001, respectively.

(10)     Represents contributions to PubliCARD's 401(k) plan.

(11)     Includes stock options granted pursuant to a 2001 stock option
         cancellation and re-pricing program (See "Stock Option Agreements") in
         the amount of 500,000 to Mr. Freund, 500,000 to Mr. Goldsmith, 800,000
         to Mr. Rottinghuis, 95,000 to Mr. DeLise and 13,000 to Mr. Caldaroni.


                        OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth certain information concerning grants to
purchase shares of common stock to the following persons during the fiscal year
ended December 31, 2001:

<TABLE>
<CAPTION>
                                              PERCENT OF                                        POTENTIAL REALIZABLE VALUE AT
                                                 TOTAL                                              ASSUMED ANNUAL RATES
                                                OPTIONS       EXERCISE                                 OF STOCK PRICE
                              OPTIONS         GRANTED TO     PRICE PER         EXPIRATION             APPRECIATION FOR
          NAME                GRANTED          EMPLOYEES       SHARE              DATE                OPTION TERMS (1)
          ----                -------          ---------       -----              ----                ----------------

                                                                                                     5%             10%
                                                                                                     --             ---

<S>                          <C>              <C>            <C>               <C>              <C>              <C>
Harry I. Freund              300,000              7.2%       $2.4375            1/11/2006        $202,031        $446,435
                             225,000(2)           5.4%           .39            8/20/2006          24,244          53,572
                             275,000(2)           6.6%           .39            8/20/2011          67,449         170,929
Jay S. Goldsmith             300,000              7.2%        2.4375            1/11/2006         202,031         446,435
                             225,000(2)           5.4%           .39            8/20/2006          24,244          53,572
                             275,000(2)           6.6%           .39            8/20/2011          67,449         170,929
Jan-Erik Rottinghuis         400,000(2)           9.6%           .39            8/20/2006          43,100          95,240
                             400,000(2)           9.6%           .39            8/20/2011          98,108         248,624
Antonio L. DeLise             95,000(2)           2.3%           .39            8/20/2011          23,301          59,048
                              75,000              1.8%           .39            8/20/2011          18,395          46,617
                             100,000              2.4%           .35            8/27/2011          22,011          55,781
Robert J. Caldaroni           13,000(2)            .3%           .39            8/20/2011           3,188           8,080
                               4,000               .1%           .39            8/20/2011             981           2,486
</TABLE>

----------

(1)      The potential realizable value is calculated from the closing price of
         common stock on the date of grant to executive officers. These amounts
         represent certain assumed rates of appreciation only. Actual gains, if
         any, on stock option exercises and common stock holdings are dependent
         on the future performance of the common stock and overall market
         conditions. There can be no assurance that the amounts reflected in
         this table will be achieved.

(2)      Represents stock options granted pursuant to a stock option
         cancellation and re-pricing program. See "Stock Option Agreements". The
         options cancelled were originally granted to Mr. Freund in 2000
         (200,000 stock options) and in 2001 (300,000 stock options) , Mr.
         Goldsmith in 2000 (200,000 stock options) and in 2001 (300,000 stock
         options), Mr. Rottinghuis in 1999 (800,000 stock options), Mr. DeLise
         in 2000 (95,000 stock options) and Mr. Caldaroni in 1999 (10,000 stock
         options) and in 2000 (3,000 stock options).


                                       3
<PAGE>
            AGGREGATE STOCK OPTION EXERCISES IN FISCAL YEAR 2001 AND
                         FISCAL YEAR-END OPTION VALUES

         The following table sets forth certain information as of December 31,
2001 concerning exercisable and unexercisable stock options held by the
following persons:

<TABLE>
<CAPTION>
                                                             NUMBER OF SECURITIES UNDERLYING          VALUE OF UNEXERCISED
                                   SHARES                     UNEXERCISED OPTIONS AT FISCAL      IN-THE-MONEY OPTIONS AT FISCAL
                                  ACQUIRED                               YEAR END                         YEAR END (1)
                                     ON          VALUE
               NAME               EXERCISE      REALIZED    EXERCISABLE       UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
               ----               --------      --------    -----------       -------------     -----------     -------------
<S>                               <C>           <C>         <C>               <C>               <C>             <C>

Harry I. Freund                        -             -      286,356(2)             305,556               -                 -

Jay S. Goldsmith                       -             -      286,356(2)             305,556               -                 -

Jan-Erik Rottinghuis                   -             -      444,445                585,555               -                 -

Antonio L. DeLise                      -             -      180,555                176,945               -                 -

Robert J. Caldaroni                    -             -       12,723                  8,027               -                 -
</TABLE>

----------

(1)      These values are based on the December 31, 2001 closing price for
         PubliCARD's common stock on the Nasdaq National Market of $.26 per
         share.

(2)      Excludes shares of common stock which may be acquired by Messrs. Freund
         and Goldsmith through the exercise of stock purchase warrants in the
         amounts of 668,801 and 744,930, respectively.

                               STOCK OPTION PLANS

         Under the 1993 Long-Term Incentive Plan and the 1993 Non-employee
Director Stock Option Plan adopted by shareholders of the Company in 1994 and
the 1999 Long-Term Incentive Plan and 1999 Stock Option Plan for Non-employee
Directors adopted by shareholders of the Company in 1999, the Company may grant
stock options, restricted stock options, stock appreciation rights, performance
awards and other stock-based awards equivalent to up to 7,300,000 shares of
common stock. As of December 31, 2001, a total of 575,000 shares of common stock
in the aggregate were currently available for grant under the stock option
plans.

         The plans are administered by the Board of Directors and/or the
Compensation Committee of the Board of Directors of the Company. Subject to the
express provisions of the plans, the Board of Directors has full and final
authority to determine the terms of all awards granted under the plans including
(a) the purchase price of the shares covered by each award, (b) whether any
payment will be required upon grant of the award, (c) the individuals to whom,
and the time at which, awards shall be granted, (d) the number of shares to be
subject to each award, (e) when an award can be exercised and whether in whole
or in installments, (f) whether the exercisability of the awards is subject to
risk of forfeiture or other condition and (g) whether the stock issued upon
exercise of an award is subject to repurchase by the Company, and the terms of
such repurchase.

                             STOCK OPTION AGREEMENTS

         In February 2001, the Company concluded a stock option re-pricing
program whereby a total of approximately 3.3 million stock options were
cancelled. Pursuant to the program, employees and directors voluntarily elected
to cancel stock options held with an exercise price that exceeded $4.81 per
share or had been granted within six months of the cancellation date. In return,
the Company granted a total of approximately 3.1 million replacement stock
options on August 20, 2001. The replacement stock options, which were granted
under the Company's stock option plans, generally contain the same terms and
conditions of the cancelled stock options and have an exercise price of $.39 per
share, the closing price of the Company's common stock on August 20, 2001.


                                       4
<PAGE>
         In January 1996, PubliCARD issued options to Messrs. Cohn and Schafran
to buy a total of 200,000 shares of PubliCARD's common stock at an exercise
price of $2.50 per share for five years. In 2000, a total of 40,000 options were
exercised. The expiration date on the remaining options was subsequently
extended by five years to January 2006.

         On November 2, 1999, the Company entered into option agreements with
Mr. Rottinghuis, pursuant to which Mr. Rottinghuis was granted options to
purchase 400,000 shares of common stock at an exercise price of $6.75 per share
and up to 400,000 additional shares of common stock at an exercise price of
$6.75 per share. In February 2001, the stock options held by Mr. Rottinghuis
were cancelled pursuant to the stock option re-pricing program. Replacement
options were issued to him in respect of such cancelled options on August 20,
2001 as described above. In February 2002, Mr. Rottinghuis resigned as President
and Chief Executive Officer of the Company and from PubliCARD's Board of
Directors. All of the options issued to Mr. Rottinghuis were subsequently
cancelled.

                   EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

         On November 2, 1999, the Company entered into an employment agreement
with Mr. Rottinghuis, pursuant to which he began to serve as President and Chief
Executive Officer of the Company, and pursuant to which the Company agreed to
nominate Mr. Rottinghuis to serve on the Company's board of directors. The
employment agreement provided that Mr. Rottinghuis' compensation would consist
of $350,000 per year plus an annual bonus in an amount to be determined by the
Company's board of directors, but not less than $100,000. Effective October 1,
2000, Mr. Rottinghuis' annual salary was reduced to $325,000.

         Pursuant to the employment agreement, on November 2, 1999, the Company
issued to Mr. Rottinghuis (i) 200,000 shares of its common stock to compensate
him for economic losses he suffered as a result of terminating his prior
employment and (ii) options to acquire 400,000 shares of common stock. The
employment agreement also provided that Mr. Rottinghuis would be eligible to
receive an option to acquire 400,000 additional shares of common stock, which
would become exercisable upon the achievement of certain performance-based
goals. See "Stock Option Agreements."

         The term of Mr. Rottinghuis' employment agreement was three years,
unless sooner terminated in accordance with the terms of the employment
agreement. In February 2002, Mr. Rottinghuis resigned as President and Chief
Executive Officer of the Company and from PubliCARD's Board of Directors.

         In August 1987, the Company entered into change of control agreements
with each of Messrs. Freund and Goldsmith, which provide for payments to them
under certain circumstances following a change of control of the Company. These
agreements were not adopted in response to any specific acquisition of shares of
PubliCARD or any other event threatening to bring about a change of control of
the Company. For purposes of the agreements, a change of control is defined as
any of the following: (a) the Company ceasing to be a publicly owned corporation
having at least 2,000 shareholders, (b) any person or group acquiring in excess
of 30% of the voting power of the Company's securities, (c) Messrs. Freund,
Goldsmith, Cohn, DeLise, Schafran and Vogel and any other director designated as
a "Continuing Director" prior to his election as a director by a majority of the
foregoing persons (the "Continuing Directors") ceasing for any reason to
constitute at least a majority of the board of directors, (d) the Company
merging or consolidating with any entity, unless approved by a majority of the
Continuing Directors or (e) the sale or transfer of a substantial portion of
PubliCARD's assets to another entity, unless approved by a majority of the
Continuing Directors.

         In the event one of the above-named individuals (a) is terminated as an
employee of the Company for any reason other than conviction of a felony or any
act of fraud or embezzlement, (b) is disabled for six consecutive months or
dies, (c) is not elected and maintained in the office which he now occupies, (d)
is not included by the board of directors in the slate of directors recommended
to shareholders, (e) receives a reduction in his salary or fringe benefits, (f)
experiences a change in his place of employment or is required to travel
excessively or (g) experiences other substantial, material and adverse changes
in conditions under which the individual's services are to be rendered, within
three years following a change of control, the individual will be entitled to
receive in a lump sum within 10 days of the date of discontinuance, a payment
equal to 2.99 times the individual's average annual compensation for the shorter
of (a) the five years preceding the change of control, or (b) the period the
individual received compensation from PubliCARD for personal services. Assuming
a change of control of the Company and the discontinuance of an individual's
services were to occur at the present time, payments in the following amounts,
assuming there are no "excess parachute payments" as defined in the Internal
Revenue Code of 1986 (the "Code"), would be made pursuant to the change of
control agreements: Mr. Freund - $934,000; and Mr. Goldsmith - $934,000. In the
event any such payment, either alone or together with others made in connection
with the individual's discontinuance, is considered to be an excess parachute
payment, the individual is entitled to receive an additional payment in an
amount which, when added to the initial payment, results in a net benefit to


                                       5
<PAGE>
the individual, after giving effect to excise taxes imposed by Section 4999 of
the Code and income taxes on such additional payment, equal to the initial
payment before such additional payment. Since the change of control agreements
would require large cash payments to be made by any person or group effecting a
change of control of PubliCARD, absent the assent of a majority of the
Continuing Directors, these agreements may discourage hostile takeover attempts
of PubliCARD.

         The change of control agreements would have expired on December 1, 2001
but have been and will continue to be automatically extended for a period of one
year on each December 1, unless terminated by either party prior to any December
1. In the event a change of control occurs while the change of control
agreements are in effect, the term of such agreements will automatically be
extended to three years from the date of the change of control and the foregoing
renewal option will become inapplicable.

INFORMATION CONCERNING THE BOARD OF DIRECTORS

         Through September 30, 2000, directors who were not officers of the
Company were paid $2,500 per month for services as directors and, in addition,
$750 per day for each meeting of the board or of shareholders that they attend
without regard to the number of meetings attended each day. Effective October 1,
2000, the monthly retainer and per diem fees were suspended.

         Messrs. Freund and Goldsmith are each party to an agreement with the
Company providing for payments to them under certain circumstances following a
change in control of the Company. See "Employment and Change in Control
Agreements."

         The Company and Balfour are parties to a License Agreement, dated as of
October 26, 1994 (the "License Agreement"), with respect to a portion of the
office space leased by the Company in New York City. The Chairman and Vice
Chairman of the Company are the only shareholders of Balfour. The term of the
License Agreement commenced on January 1, 1995 and will expire on June 30, 2004,
unless sooner terminated pursuant to law or the terms of the License Agreement.
The License Agreement provides for Balfour to pay to the Company a portion of
the rent paid by the Company under its lease, including base rent, electricity,
water, real estate tax escalations and operation and maintenance escalations.
Effective March 1, 2002, Balfour's share of rent and other costs was 50% of the
total costs incurred. The base rent payable by Balfour under the License
Agreement is approximately $11,000 per month.

         Directors of the Company are elected at each annual meeting of
shareholders to hold office until the next annual meeting of shareholders and
until their respective successors are duly elected and qualified. Executive
officers are elected to hold office until the first meeting of directors
following the next annual meeting of shareholders or until their successors are
sooner elected by the Board and qualified.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation Committee of the Board of Directors, which consists
entirely of outside directors, reviews the compensation of key employees of the
Company. The present members of the Compensation Committee are Clifford B. Cohn
(Chairman) and L.G. Schafran. See Item 13-Certain Relationships and Related
Transactions.


                                       6
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following information is furnished as of April 15, 2002 with
respect to each class of equity securities of the Company beneficially owned by
each person who owns of record or is known by the Company to own beneficially
more than 5% of the common stock of the Company and by all directors, nominees
and officers and by all directors, nominees and officers as a group. All
information with respect to beneficial ownership has been furnished to the
Company by the respective shareholders of the Company and the directors,
nominees and officers.

<TABLE>
<CAPTION>
                                                     Beneficial Ownership
                                                      of Shares of Common
                                                          Stock as of
            Name                    Position          April 15, 2002 (1)           Percent of Class (1)
            ----                    --------          ------------------           --------------------
<S>                            <C>                   <C>                           <C>
Taube Hodson Stonex            N/A                        2,995,000   (2)               12.4%
Partners Limited
27 ST. James Place
London SW1A 1NR
United Kingdom

Harry I. Freund                Director,                  1,724,149   (3)                6.9%
c/o PubliCARD, Inc.            Chairman of
620 5th Avenue                 the Board and
Rockefeller Center             Chairman
New York, NY 10020

Jay S. Goldsmith               Director, Vice             1,767,839   (4)                7.0%
c/o PubliCARD, Inc.            Chairman of the
620 5th Avenue                 Board and Vice
Rockefeller Center             Chairman
New York, NY 10020

Antonio L. DeLise              President, Chief             207,555   (5)            Less than 1%
                               Operating Officer,
                               Chief Financial
                               Officer and
                               Director

Clifford B. Cohn               Director                     239,373   (6)            Less than 1%

L.G. Schafran                  Director                     366,159   (7)                1.5%

Emil Vogel                     Director                      82,400   (8)            Less than 1%

Robert J. Caldaroni            Vice President and            12,723   (9)            Less than 1%
                               Controller

Jan-Erik Rottinghuis           Former President,            200,000  (10)            Less than 1%
                               Chief Executive
                               Officer and
                               Director

All directors, nominees and                               4,587,198  (11)               17.2%
officers as a group (8
persons)
</TABLE>

----------


                                       7
<PAGE>
(1)      Calculated in accordance with Rule 13d-3 adopted by the Securities and
         Exchange Commission under the Securities Exchange Act of 1934, as
         amended.

(2)      Based on statements on Schedule 13G filed with the SEC on October 11,
         1999 and on Form 4 filed with the SEC on January 2, 2001. Taube Hodson
         Stonex Partners Limited is a discretionary investment advisor to J.
         Rothschild Assurance Life Fund, St. James Place International Unit
         Trust, J. Rothschild Assurance Pension Fund, J. Rothschild
         International Assurance Managed Fund, J. Rothschild International
         Assurance US$ Managed Fund, TDG Funds Limited, GAM Worldwide Fund and
         The Partners Fund. Taube Hodson Stonex Partners Limited has power to
         vote and direct the vote and power to dispose and direct the
         disposition of shares held by such funds.

(3)      Includes shares of common stock which may be acquired by Mr. Freund
         within 60 days as follows: 286,356 shares through the exercise of stock
         options and 688,861 shares through the exercise of stock purchase
         warrants. Also includes 5,454 shares of common stock held by Mr.
         Freund's spouse over which Mr. Freund has shared voting and investment
         power but as to which he disclaims any beneficial interest. Also
         includes 13,000 shares that may be deemed to be owned beneficially by
         Mr. Freund which are held by the Balfour Defined Benefit Pension Plan
         (the "Plan"), for which Mr. Freund is a Trustee and Plan Administrator
         and in which he participates. Mr. Freund disclaims ownership of 5,850
         shares of such 13,000 shares.

(4)      Includes shares of common stock which may be acquired by Mr. Goldsmith
         within 60 days as follows: 286,356 shares through the exercise of stock
         options and 744,930 shares through the exercise of stock purchase
         warrants. Also includes 1,250 shares of common stock held by Mr.
         Goldsmith's spouse over which Mr. Goldsmith has shared voting and
         investment power but as to which he disclaims any beneficial interest.
         Also includes 13,000 shares that may be deemed to be owned beneficially
         by Mr. Goldsmith which are held by the Plan, of which Mr. Goldsmith is
         a Trustee and Plan Administrator and in which he participates. Mr.
         Goldsmith disclaims ownership of 7,280 shares of common stock held by
         the Plan.

(5)      Includes 180,555 shares, which may be acquired by Mr. DeLise within 60
         days through the exercise of stock options.

(6)      Includes 172,059 shares, which may be acquired by Mr. Cohn within 60
         days through the exercise of stock options.

(7)      Includes 212,059 shares, which may be acquired by Mr. Schafran within
         60 days through the exercise of stock options. Also includes 114,050
         shares of common stock and 40,050 shares that may be acquired through
         the exercise of stock purchase warrants held by Mr. Schafran's spouse
         as to which Mr. Schafran disclaims any beneficial interest.

(8)      Includes 20,000 shares, which may be acquired by Mr. Vogel within 60
         days through the exercise of stock options.

(9)      Includes 12,723 shares, which may be acquired by Mr. Caldaroni within
         60 days through the exercise of stock options.

(10)     Mr. Rottinghuis became the Company's President and Chief Executive
         Officer in early 2000. Pursuant to the employment agreement between Mr.
         Rottinghuis and the Company, the Company issued 200,000 shares of
         common stock to Mr. Rottinghuis on November 2, 1999. See "Employment
         and Change in Control Agreements." In February 2002, Mr. Rottinghuis
         resigned as President and Chief Executive Officer of the Company and
         from PubliCARD's Board of Directors.

(11)     Includes shares of common stock which may be acquired by such persons
         within 60 days as follows: 1,170,108 shares through the exercise of
         stock options and 1,473,841 shares through the exercise of stock
         purchase warrants.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         See "Employment and Change in Control Agreements" and "Information
Concerning the Board of Directors" in Item 11 and the notes to the table under
Security Ownership of Certain Beneficial Owners in Item 12 for information with
respect to information required by this Item.

                                    SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                     PUBLICARD, INC.
                                     -----------------------------------
                                     (Registrant)


Date: April 29, 2002            By:  /s/ Antonio L. DeLise
     ----------------                -----------------------------------
                                     Antonio L. DeLise, President, Chief
                                     Operating Officer, Chief Financial Officer,
                                     Secretary and Principal Accounting Officer


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