UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8–K

Current Report Pursuant to Section 13 or 15(d) of The ~~the~~ Securities Exchange Act of 1934

~~Date~~DATE ofOF ~~Report~~REPORT (~~Date~~DATE ofOF ~~Earliest~~EARLIEST ~~Event~~EVENT ~~Reported~~REPORTED): ~~January 23~~February 9, 2009

~~Access~~ACCESS ~~Plans~~PLANS USA, ~~Inc~~INC. ~~__________________________________________ (Exact name of registrant as specified in its charter)~~

Oklahoma	001-15667	731494382
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4929 West Royal Lane, Suite 200, Irving, Texas		75063
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

(Name of business issuer in its Charter)

Registrant’s telephone number, including area code: 866-578-1665


OKLAHOMA	001-15667	73-1494382
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)

~~Not~~4929 ~~Applicable ______________________________________________ Former~~Royal ~~name~~Lane, ~~or former address~~Suite 200 Irving, ifTexas ~~changed~~75063 (Address ~~since~~of ~~last~~principal ~~report~~ executive offices)

~~Check the appropriate box below if the Form 8~~(866) 578-~~K filing is intended to~~1665 ~~simultaneously~~(Issuer’s ~~satisfy~~telephone ~~the filing obligation of the registrant under any of the following provisions:~~ number)

~~[ ] Written~~Former 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)) Name:

Precis, Inc. ~~Top~~2040 ofNorth ~~the~~Highway ~~Form~~360 Grand Prairie, TX 75050

~~Item~~Check ~~5.02~~the ~~Departure~~appropriate ofbox ~~Directors~~below orif ~~Certain~~the ~~Officers;~~Form ~~Election~~8-K filing is intended to simultaneously satisfy the obligation of ~~Directors;~~registrant ~~Appointment~~under any of ~~Certain~~the ~~Officers;~~following ~~Compensatory~~provisions ~~Arrangements~~(See ofGeneral ~~Certain~~Instruction ~~Officers~~A.2 below):

~~Item~~o ~~5.02 Departure~~Written ofcommunications ~~Directors~~pursuant orto ~~Certain~~Rule ~~Officers,~~425 ~~Election~~under ofthe ~~Directors;~~Securities ~~Appointment~~Act of(17 ~~Certain~~CFR ~~Officers;~~230.425) ~~Compensatory~~o ~~Arrangements~~Soliciting ofmaterial ~~Certain~~pursuant ~~Officers~~to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) ~~Scott~~ ~~Treadway,~~under ~~our~~the ~~Vice~~Exchange ~~President~~Act of(17 ~~Operations,~~CFR ~~resigned,~~240.14d-2(b)) ~~effective~~o ~~January~~Pre-commencement ~~26,~~communications ~~2009. We~~pursuant ~~have~~to ~~not~~Rule ~~named~~13e-4(c) aunder ~~replacement~~the Exchange Act (17 CFR 240. 13e-4(c))

~~Item~~ITEM 71.01 ~~Regulation~~ENTRY FDINTO ~~Disclosure.~~A MATERIAL DEFINITIVE AGREEMENT

~~Item~~Access ~~7.01~~Plans ~~Regulation FD Disclosure. In connection with our proposed merger with Alliance HealthCard~~USA, Inc. ~~("Alliance"),~~entered ~~Alliance~~into ~~filed~~ a ~~Registration~~First ~~Statement~~Amendment on(the ~~Form~~“First ~~S-4~~Amendment”) ~~with~~to the ~~Securities~~Agreement and Plan ~~Exchange Commission on January 23, 2009. The Registration Statement covers shares that will be issued to holders~~ of ~~our~~Merger ~~Common~~(the ~~Stock~~“Merger atAgreement”) ~~the~~with ~~completion~~Alliance ofHealthCard, ~~the~~Inc. ~~merger~~(“Alliance”) and Access/Alliance ~~includes~~Acquisition ~~our~~Corp ~~preliminary~~(“Acquisition ~~Information Statement~~Corp”). The ~~final~~First ~~Information~~Amendment ~~Statement~~is ~~will~~effective beas ~~delivered to our shareholders prior to the completion~~ of February 9, ~~the merger~~2009. The ~~Registration~~Merger ~~Statement~~Agreement iswas ~~available~~effective ~~online~~as ~~at the Alliance website (under About Alliance HealthCard / SEC Filings) or at the website~~ of ~~the~~November 13, ~~Securities and Exchange Commission at sec~~2008.~~gov under filings of Alliance.~~

The First Amendment extends the termination date of the Merger Agreement to April 1, 2009, and provides that the number of Alliance shares into which our Common Stock shares shall be converted at the closing of the merger shall be reduced by 400,000. As a result of this reduction and the expected amount of the reduction in shares related to the Net Divestiture Cost (as such term is ~~Top~~defined in the Merger Agreement) of our Regional Healthcare Division, the ~~Form~~expected number of shares to be issued in exchange for our common stock shares is 6,800,000 (rather than the original maximum amount of 7,250,000).

Also in connection with the Merger Agreement and the First Amendment, we entered into a Loan Agreement (the “Loan Agreement”) with Alliance effective February 9, 2009. Under the Loan ~~SIGNATURES~~Agreement, Alliance has agreed to loan us up to $300,000 under the following terms:

	•		Any cash drawn under the Loan Agreement will be secured by certain of our restricted cash deposits;

	•		Any cash drawn will be subject to an annual interest rate of 6.0%; and

	•		The Loan Agreement will terminate on April 2, 2009 with any outstanding balance at that date becoming immediately repayable (if the proposed merger with Alliance occurs on or before April 1, 2009, then any outstanding debt will be treated as inter-company item and accordingly will be settled by way of elimination upon consolidation).

As of the date of this filing, we have not drawn any cash under the Loan Agreement.

Other than in respect of the Merger Agreement and the Loan Agreement and a pre-merger services agreement, there is no relationship between the Company or its affiliates and any of the other parties to the Merger Agreement.

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

As described in Items 4.01(a) and (b) below, we have terminated our relationship with Hein & Associates LLP (“Hein”) as our independent registered public accounting firm, effective as of February 9, 2009, and have engaged Eide Bailly LLP (“Eide Bailly”) as our new independent registered public accounting firm for the year ending December 31, 2008, and to perform, as may be necessary, procedures related to the financial statements included in our quarterly reports on Form 10-Q, beginning with the quarter ending March 31, 2009. As described in the third paragraph of Item 4.01(a) below, the change in independent registered public accounting firms is not the result of any disagreement with Hein.

Item 4.01(a) Previous Independent Accountants

(a) Information Required by Item 304(a)(1) of Regulation S-K.

(i) On February 9, 2009, we informed Hein that we had dismissed Hein as our registered independent accounting firm effective on that date.

(ii) The report of Hein on the consolidated financial statements as of and for the years ended December 31, 2007, 2006 and 2005, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principle.

(iii) Our Audit Committee made the decision to change independent accountants, acting under authority delegated to it by our Board of Directors.

(iv) During the two most recent fiscal years and through February 9, 2009, there have been no disagreements with Hein on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hein, would be expected to cause them to make reference thereto in their reports on financial statements.

(v) During the two most recent fiscal years and through February 9, 2009 there have been no “Reportable Events” (as defined in Regulation S-K, Item 304(a)(1 )(v)). During that time period, we did report material weaknesses and significant deficiencies in our internal controls.

(vi) We have furnished Hein with a copy of the foregoing disclosure and requested that Hein furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated February 11, 2009, is filed as Exhibit 16.1 to this Form 8-K.

Item 4.01(b) New Independent Accountants

On February 9, 2009, we engaged Eide Bailly as our independent accountants for the year ending December 31, 2008, and to perform, as may be necessary, procedures related to the financial statements included in our quarterly reports on Form 10-Q, beginning with the quarter ended March 31, 2009. The Audit Committee made the decision to engage Eide Bailly acting under authority delegated to it by our Board of Directors. We have not consulted with Eide Bailly during our two most recent fiscal years or during any subsequent interim period prior to its appointment as auditor regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report was provided to us nor oral advice was provided that Eide Bailly concluded was an important factor considered by the us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K). We have has authorized Hein to provide all relevant information to Eide Bailly in order to provide for the transition of independent accountants.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.		Description of Exhibit

	2.1	First Amendment to Agreement and Plan of Merger, dated February 9, 2009, among Access Plans USA, Inc., Alliance HealthCard, Inc., and Access/Alliance Acquisition Corp.

	2.2	Loan Agreement dated February 9, 2009 by and between Access Plans USA, Inc. and Alliance HealthCard, Inc.

	16.1	Letter from Hein & Associates LLP to the Securities and Exchange Commission dated February 11, 2009

SIGNATURE

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.

	Access Plans USA, Inc.
January 27, 2009	By:	/s/ Ian R. Stuart
		Name: Ian R. Stuart
		Title: Interim C.E.O. and President


	ACCESS PLANS USA, INC.
	By:	/s/ Ian R. Stuart
		Ian R. Stuart
		Interim President and C.E.O.

Dated: February 13, 2009

Filing Compare · Access Plans USA, Inc.