8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 21, 2007

DOCUCON INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-10185	74-2418590
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8 AIRPORT PARK BOULEVARD
LATHAM, NEW YORK 12110

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code  (518) 786-7733

N/A

(Former name or former address, if changed since last report)

Registrant’s telephone number, including area code:  (800) 710-6637

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.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 21, 2007, the Registrant announced it entered into a letter of intent to acquire Cary, NC-based My EDGAR, Inc. (“My EDGAR”). The Letter of Intent is filed as Exhibit 10.01 to this Report on Form 8-K/A and is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 10.01   Letter of Intent by and between My Edgar, Inc. and Docucon Incorporated, dated September 21, 2007.  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DOCUCON, INCORPORATED
Date: November 16, 2007	By:	/s/ Robert W. Schwartz
		Robert W. Schwartz
		President and CEO

Exhibit Index

Exhibit 10.01   Letter of Intent by and between My Edgar, Inc. and Docucon Incorporated, dated September 21, 2007.

EX-10

Exhibit 10.1

LETTER OF INTENT

9/10/07

This Letter of Intent is intended to serve as an outline of the basic terms upon which Docucon, Inc., (“DCCN”) a Delaware corporation publicly trading on the Pink Sheets market will purchase, through a wholly owned subsidiary, 100% of the issued and outstanding shares of My EDGAR, Inc., (“MEI”) through a merger transaction (the "Merger"). The terms and conditions set forth herein are based on preliminary and limited information provided by the parties and is subject to change pending the completion of the due diligence process, the approval of the Board of Directors and shareholders of both companies and the execution of definitive agreements.

Structure of Acquisition

Reverse Merger: Tax-free reorganization under Internal Revenue Code ss.368 (a)(1)(A) by means of the merger of My EDGAR into a company wholly owned by DCCN ("Merger Sub"). The transaction between My EDGAR and DCCN shall sometimes be referred to hereafter as the "Merger."

Surviving Entity: My EDGAR would be the surviving company of the merger with and into the Merger Sub and would be maintained as a separate wholly-owned subsidiary of DCCN. DCCN would have no other business other than the business of My EDGAR. DCCN's name would be changed to "Federal Issuer Services Corporation" if available.

Consideration: DCCN will exchange 100% of the common shares of My EDGAR for 97% of the total issued and outstanding of DCCN upon closing. The total amount of issued an outstanding shares of both DCCN and MEI are subject to adjustments, splits, reverse prior to the closing of definitive merger agreement. Further consideration of 1% of the total issued and outstanding of the companies’ common stock will be awarded to Schwartz Heslin in consideration for the costs incurred directly by Schwartz Heslin by DCCN.  

Documentation and Process

Closing in Escrow: Within 15 days of this Letter of Intent, the Company,  the Merger Sub and My EDGAR shall negotiate and execute a definitive merger agreement and related documents and certificates (the "Merger Documents"), which shall provide, as a condition of closing of the Merger.

If deemed necessary by the parties hereto, the parties shall prepare, as soon as reasonably possible, a Confidential Private Placement ("CPP") disclosure document (presenting the Company as if the Merger had already taken place and disclosing the merger and escrow agreements) to allow the Company and its placement agents to commence and timely close the Financing. However, the CPP delivery date may be extended upon the mutual agreement in writing of the parties hereto.

Terms and Provisions

The Merger Documents shall include normal provisions including, without limitation, representations, warranties, covenants, agreements and remedies as are appropriate to preserve and protect the economic benefits intended to be conveyed to and from the Company, Merger Sub, My EDGAR and the Investors pursuant hereto.

Rights: Until such time that a definitive merger agreement is entered into by both parties; both DCCN and My EDGAR have the right to terminate this Letter of Intent at any time with or without cause.

Audit: Each party shall cooperate and commence an audit as soon as possible and otherwise take such action as may be necessary to allow the parties to file the required disclosures with the Securities and Exchange Commission as soon as possible after the Closing.

Audit and Legal Fee: My EDGAR will cover the costs of legal and accounting fees; additionally, My EDGAR will cover all costs necessary with the filing of all Securities and Exchange documents from 2003 to 2006. If necessary; both parties may elect to seek funds necessary to cover the costs of the audit, legal and compliance related issues under a private placement debt instrument. By mutual agreement, the officers, directors or affiliates of My EDGAR may choose to act as the source of such funds. Such debt instrument shall be secured by DCCN’s common stock mutually agreed.

Access: In order to facilitate the transaction, DCCN will provide written approval to a designated Advisor of My EDGAR, Inc. to obtain the necessary information at its expense, such information shall included but not be limited to transfer agent records, accountants records, work papers and letter of opinion, vendor information, NOBO listing information and DTC records.

Officers and Directors: Immediately upon the signing of this letter of intent, DCCN will elect a designated party to act as Advisor to facilitate the transaction; additionally, upon the execution of the definitive merger agreement all current officers and directors of DCCN will resign by election and replacement of the then current My ECGAR Board of Directors.    

Conditions: Each party will be required to furnish to the other party copies of all corporate materials and or records upon request. Where records are not readily available, My EDGAR may opt to incur such expense to obtain records as necessary to complete its due diligence.

Disclosure of Letter of Intent: Immediately upon execution of this letter of intent, by mutual agreement, both parties may distribute a mutually agreed press release to the public at the expense of My EDGAR. Copies of this letter intent may not be distributed without the prior written consent of the other party.

Applicable Law: This Letter of Intent shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina, without regard to conflicts of laws principles.

IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day and year first above written.

	DOCUCON INCORPORATED
By:		Date:	September 10th, 2007
Name:	Robert W. Schwartz
Title:	President and Chief Executive Officer

	MY EDGAR, INC.
By:		Date:	September 10th, 2007
Name:	Brian R. Balbirnie
Title:	Chief Executive Officer