Mortgage Assistance Center Corp – ‘8-K/A’ for 5/12/05

On:  Thursday, 8/18/05, at 5:52pm ET   ·   As of:  8/19/05   ·   For:  5/12/05   ·   Accession #:  1010549-5-588   ·   File #:  0-21627

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            2     10K 

8-K/A
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 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
------------------------      -------------------            -------------------
(State of Incorporation)      Commission File No.            (IRS Employer      
                                                             Identification No.)

2614 Main St., Dallas, TX                                    75226  
----------------------------------------                     -------------------
(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))                                    

8-K/A
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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
                                          --------------------------------------
                   By: Dale Hensel
                    Title: President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K/A’ Filing		Date		First		Last			Other Filings
Filed as of:		8/19/05
Filed on:		8/18/05		2
		8/10/05		2
For Period End:		5/12/05		1					8-K
		5/10/05		2					8-K
		1/1/05		2
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