Securities and Exchange
Washington, D.C. 20549
Amendment No. 1
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
(Date of Report)
Legal Life Plans, Inc.
(Exact name of registrant
as specified in its charter)
|(State of incorporation)
||(Commission File Number)
||(IRS Employer Identification No.)|
2900 North Military Trail,
Boca Raton, FL
|(Address of principal executive offices)
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:
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 report on Form 8-K is being amended
Item 4.01 Changes in Registrant’s
Dismissal of Michael T. Studer CPA P.C.
December 31, 2012, the Company dismissed Michael T. Studer CPA P.C. (“Studer”) as its principal independent accountant.
Studer’s report on the Company’s financial statements for the past two years did not contain an adverse opinion or
disclaimer of opinion, except that Studer indicated on his Report of Independent Registered Public Accounting Firm on his audit
report as of May 31, 2011 and 2012 that the Company’s present financial situation raises substantial doubt about its ability
to continue as a going concern. The Board of Directors approved the decision to dismiss Studer as the Company’s principal
independent accountant. During the Company’s two most recent fiscal years and through the date of Studer’s dismissal,
there were no disagreements with Studer on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of Studer, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report.
As of the date
of this Current Report, the Company has provided Studer with a copy of the disclosures it is making in response to this Item 4.01.
The Company has requested that Studer furnish, and Studer has furnished, a letter addressed to the SEC stating whether it agrees
with the statements made by the Company in response to this Item 4.01 of this Current Report and, if not, stating the respects
in which it does not agree (the “Studer Letter”). A copy of the Studer Letter is filed as Exhibit 16.1 to this
Engagement of Daszkal, Bolton, LLP
On January 4,
2013 the Company retained Daszkal, Bolton, LLP of Boca Raton, FL, to serve as the Company’s independent Auditors.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Resignation of Chene Gardner
Chene Gardner resigned
his position as Chief Financial Officer on November 13, 2012. Such resignation was not due to any disagreements with the Company.
Appointment of Terry Kupfer
Terry Kupfer, age 78,
was appointed as the Chief Financial Officer and a member of the Board of Directors of the Company effective January 21, 2013.
There are no family relationships between Mr. Kupfer and any director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer.
Mr. Kupfer was an audit
partner and Audit Practice Director – Arthur Anderson LLP, 1970 – 1997, Los Angeles, CA. He was the engagement partner
for audits of both small and large public and private companies. Assignments included Occidental Petroleum Corporation, Hilton
Hotels Corporation, Dillingham Corporation, Getty Oil Company, Wells Fargo Mortgage and Equity Trust, Ameron Corporation and The
Donald L. Bren Company.
Appointment of Farid Dallal to Board of Directors
Farid Dallal, age 40,
was appointed as a member of the Board of Directors of the Company effective January 1, 2013.
There are no family relationships between Mr. Dallal and any director, executive officer, or person nominated or chosen
by the Company to become a director or executive officer.
established Dallal Enterprises
Inc., a financial
consulting firm specializing
in sales and marketing
infrastructure. In 2009,
established Keep Living
In Your Home
Inc., a financial
specializing in funding and restructuring
residential and commercial
real estate. Mr.
achieved a BS
in Business Management
and a minor
He also held
a Series 7
and 63 licenses;
is no longer
registered to work
in the securities
Item 8.01 Other Events.
The Company has recently been informed alleged
unauthorized transactions regarding sales of our Common Stock. Several of these transactions have now been reversed. In conjunction
with this, we have also learned that someone who was not authorized by the Company allegedly may have induced an investor to wire
him money on a promise to receive shares of our Common Stock. We are in the process of investigating this claim. The
Company was not a party to this, did not receive any proceeds from this alleged incident, and the alleged investor has not provided
us with any documentation that would indicate that our shares of common stock were involved. We are told the amount in dispute
is $100,000. We are in the process of contacting the Securities and Exchange Commission to let them know what has allegedly
transpired, and to assist in any way possible. To date we are not aware of any litigation concerning the foregoing.
Item 9.01 Financial Statements and Exhibits.
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.
|Date: February 6, 2013
LEGAL LIFE PLANS, INC.