SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 16, 2005 (April 28,
2005)
LEGAL ACCESS TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-19457 87-0473323
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(State or other jurisdiction(Commission File Number)(IRS Employer Identification
No.) of incorporation)
3275 E. Warm Springs Road, Las Vegas, NV 89120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 949-6115
N/A
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(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):
[ ] 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))
This is an amendment (the "Amendment") to the Current Report on Form 8-K, filed
on May 4, 2005 (the "Original Form 8-K") by Legal Access Technologies, Inc. (the
"Company"), and is submitted to amend and restate Item 9.01 of the Original Form
8-K to provide the financial data related to the Agreement and Plan of Merger by
and among the Company, WEC Acquisition Sub, Inc., a Georgia corporation and
wholly-owned subsidiary of the Company, and World Explorer Corporation, a
Georgia corporation.
Section 2 - Financial Information
Item 2.06 Material Impairments
As a result of the April 27, 2005, transaction with World Explorer (discussed
further in Item 9.01, below), management determined that $105,000 in deferred
consulting costs, incurred in the exploration of other maritime salvage
opportunities recorded in the third quarter of the Company's current fiscal
year, are no longer likely to produce the desired results and, therefore, should
be written off to operations in the fourth quarter. No further charges are
expected in connection with this decision. Since the write-off decision was made
in connection with the preparation of the Company's next annual report on form
10-KSB for the year ended April 30, 2005, which will be filed timely by its due
date, and which will contain disclosure of this fourth quarter charge, no
previous report on form 8-K was required for this item.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Because World Explorer was a "shell" corporation when acquired that lacked any
significant inputs, processes, and outputs that might qualify it as a business,
the Company has not accounted for the acquisition as a business combination,
rather as the purchase of maritime salvage industry research, executive skill
set, and contacts to compliment those previously acquired through consulting
agreements with four foreigners, none of which to be recorded as assets. As a
result, audit financial statements of World Explorer are not required.
(b) Pro Forma Financial Information
For the reason sited in 9.01(a) above, pro forma financial statements are also
not required. The Company valued the acquisition of the maritime salvage
industry research, executive skill set, and contacts at approximately $102,000,
consisting of the assumption of pre-existing liabilities of approximately
$62,000, of which approximately $37,000 is to World Explorer's former
shareholders, and $40,000 attributed to the issuance of 40,000,000 shares of the
Company's common stock valued at par. The approximate $102,000 cost has been
expensed.
(c) Exhibits
2.1 Agreement and Plan of Merger (filed with the current report on Form
8-K on May 4, 2005)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Legal Access Technologies, Inc.
By: /s/ Herbert C. Leeming
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Herbert C. Leeming, President
Dated: June 16, 2005
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