8-K/A 1 v18993_8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 033-07456-LA Date of Report (Date of earliest event reported): JANUARY 6, 2005 SECURAC CORP. (Exact name of registrant as specified in its charter) Nevada 88-0210214 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2500, 520 - 5th Avenue S.W., Calgary, Alberta T2P 3R7 Canada (Address of principal executive offices) (Zip Code) (403) 225-0403 (Registrant's telephone number, including area code) 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)) 1 As previously disclosed effective January 6, 2005 we acquired all of the outstanding stock of Risk Governance, Inc., a private Delaware corporation ("RGI"). The transaction was effected pursuant to a share exchange agreement entered into on the same date by our company with the shareholders of RGI, as a result of which RGI is now a wholly-owned subsidiary of our company. The principal asset of RGI is a license to commercialize the application of corporate governance technology in North America. Reference is made to the original filing of this Current Report on Form 8-K, as filed with the Securities Exchange Commission on January 19, 2005, for a more complete description of the acquisition. This amendment is being filed to provide the pro forma financial statements of the acquired business, which were not included in the original filing of this Current Report on Form 8-K. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) Pro forma financial information: (i) Unaudited pro forma consolidated balance sheet as of December 31, 2004 (ii) Unaudited pro forma consolidated statement of operations for the year ended December 31, 2004 (iii) Summary of Assumptions and Disclosures See pages F-1 through F-4, immediately following the signature page of this report. (b) Exhibits - None. 2 SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this amendment to its Current Report on Form 8-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. Securac Corp. (Registrant) By: /s/ Paul James Hookham -------------------------- Paul James Hookham Chief Financial Officer, Treasurer and Secretary Dated: May 23, 2005 3 SECURAC CORP. AND SUBSIDIARY Combined Pro Forma Balance Sheet (Expressed in Canadian Dollars) ASSETS

See Summary of Assumptions and Disclosures F-1 SECURAC CORP. AND SUBSIDIARY Combined Pro Forma Balance Sheet (Continued) (Expressed in Canadian Dollars) LIABILITIES AND STOCKHOLDERS' EQUITY

See Summary of Assumptions and Disclosures F-2 SECURAC CORP. AND SUBSIDIARY Combined Pro Forma Statements of Operations (Expressed in Canadian Dollars)

See Summary of Assumptions and Disclosures F-3 SECURAC CORP. AND SUBSIDIARY Summary of Assumptions and Disclosures NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The unaudited pro forma combined financial statements give effect to the acquisition of Risk Governance, Inc. by Securac Corp. effective January 6, 2005. The unaudited pro forma combined financial statements have been prepared by management using the accounting principles disclosed in the consolidated financial statements of Securac Corp. for the year ended December 31, 2004 as if the acquisition had occurred on January 1, 2004. The unaudited proforma combined statement of operations for the year ended December 31, 2004 is based on the audited financial statements of Securac Corp. for the year ended December 31, 2004 and the unaudited financial statements of Risk Governance, Inc. for the year ended December 31, 2004. The unaudited pro forma combined financial statements are not necessarily indicative of the results of operations that would have been realized for the period presented, nor do they purport to project the results of operations for any future periods. The unaudited pro forma financial statements should be read in conjunction with the consolidated financial statements of Securac Corp. as of and for the year ended December 31, 2004. NOTE 2 - ASSUMPTIONS AND ADJUSTMENTS On January 6, 2005, Securac Corp. acquired all of the outstanding stock of Risk Governance, Inc., a private Delaware corporation ("RGI"), in exchange for 2,295,444 shares of common stock of Securac Corp. valued at $2,839,694, or $1.24 per share. The transaction was effected pursuant to a share purchase agreement entered into on the same date by Securac Corp. with the shareholders of RGI. As a result of the acquisition, RGI is now a wholly-owned subsidiary of Securac Corp. As part of this transaction, Securac Corp. recorded intellectual property of $2,839,694 as described in the next paragraph. The principal asset acquired through the acquisition of RGI is a license to certain corporate governance software technology owned and developed by Risk Governance Ltd., a United Kingdom company under common ownership with RGI prior to the acquisition ("RGL"). The license gives RGI the right to commercialize applications of the software technology on an exclusive basis in North America in exchange for royalty payments to RGL. Contemporaneous with and as a condition to the acquisition of RGI, Securac Holdings Inc., a private Alberta corporation ("Holdings") from which Securac Corp. licenses its Acertus(TM) software technology from Holding's wholly-owned subsidiary, Securac Technologies, Inc., acquired all of the outstanding stock of RGL in exchange for an equity interest in Holdings. Holdings is controlled and substantially owned by three members of Securac Corp. F-4

Securac Corp 8-K/A