U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
May 12, 2005
Date of Report (Date of earliest event reported)
MORTGAGE ASSISTANCE CENTER CORPORATION
(Exact Name of registrant as specified in its Charter)
Florida 000-21627 06-1413994
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
2614 Main St., Dallas, TX 75226
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (214) 670-0005
SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
(Registrant's former name and address)
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 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 (17CFR 240-14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 3.02 Unregistered Sales of Equity Securities
On May 10, 2005, we entered into a Business Combination Agreement to acquire all
of the issued and outstanding capital stock of Mortgage Assistance Corporation
("MAC"), a Texas corporation, in exchange for Twelve Million (12,000,000)shares
of our common stock. We had proposed to acquire 7,500,000 MAC shares in exchange
for 12,000,000 of our shares.
On May 10, 2005, we had received 6,896,556 MAC shares (92%) and caused
11,034,491 (87.1%) of our shares to be issued to three individual who now
comprise a control group consisting of Dale Hensel, Dan Barnett and Michelle
Taylor. Together they control 87.1% of the voting common stock of our company.
Dale Hensel is the sole officer and director of our company. Mr. Hensel is the
President and a director of MAC. Dan Barnett is the Vice President and director
of MAC. Ms. Taylor is a Vice President and director of MAC.
As of August 10, 2005, the balance of the MAC shareholders had signed the
Business Combination Agreement completing the acquisition of MAC. We intend to
issue 965,509 common shares in exchange for the balance of their MAC shares.
Based on this agreement, MAC has become a wholly owned subsidiary of our
company.
We had previously reported that the transaction was valued at $295,000 or $0.025
per share. We are revising the transaction value based on accounting principles
involving the exchange of equity interests between entities under common
control. The equity interests issued in the transaction have been recorded at
approximately $257,000, which represents the net book value of MAC on a
historical cost basis as of January 1, 2005.
The exchange transaction was structured to comply with the securities
transaction exemption provided for by Section 4(2) and Regulation D Rule 506 of
the Securities Act of 1933, as amended.
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.
Dated: August 18, 2005 MORTGAGE ASSISTANCE CENTER CORPORATION
/s/ Dale Hensel
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By: Dale Hensel
Title: President