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) November 8,2000
DIASENSOR.COM, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-26504
(State of other jurisdiction of Incorporation) (Commission File Number)
25-1605848
(IRS Employer Identification No.)
2275 Swallow Hill Road, Bldg. 2500; Pittsburgh, PA 15220
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 429-9740
___________________________________________________________
(Former name or former address,
if changes since last report.)
Item 1. Change in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
(a) (1) Effective November 08, 2000, the Registrant
dismissed its former independent accountants,
Thompson Dugan and replaced them with Goff Backa
Alfera & Company, LLC.
(i) The Registrant dismissed Thompson Dugan, as its
independent accountants effective November 8, 2000.
(ii) Thompson Dugan's report on the Registrant's financial
statements for the period July 5, 1989 (inception) through
September 30, 1999, had an additional paragraph as to the
uncertainty of the Registrant's ability to continue as a
going concern.
(iii) The Registrant's decision to change accountants
was approved by the Registrant's Board of Directors.
(iv) During the two most recent fiscal years and the
subsequent interim period through November 8, 2000 it acted
as the Registrant's independent accountants, there were no
disagreements with Thompson Dugan on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which
disagreement(s), if not resolved to the satisfaction of
Thompson Dugan, would have caused it to make a reference to
the subject matter of the disagreement(s) in connection with
its reports.
(v) During the years Thompson Dugan acted as the
Registrant's independent accountants, there were no
"reportable events" as defined by Item 304(a)(1)(v) of
Regulation S-K.
(2) The Registrant has retained Goff Backa Alfera
& Company, LLC as its new Independent Accountants
to audit the Registrant's financial statements
effective November 8, 2000. During the years that
Thompson Dugan acted as the Registrant's
independent accountants, neither the Registrant
nor anyone on its behalf has consulted with Goff
Backa Alfera & Company, LLC regarding the
application of accounting principles to a
specified transaction; the type of audit opinion
that might be rendered on the Registrant's
financial statements; or any matter that was the
subject of a "disagreement" or "reportable" event
as set forth in Item 304(a)(2) of Regulation S-K.
(3) The Registrant has provided Thompson Dugan with a copy
of these disclosures and has requested that Thompson Dugan
furnish it with a letter addressed to the Commission stating
whether it agrees with the statements made by the
Registrant. A copy of such letter is attached hereto as an
Exhibit.
(b) (1) In connection with the change in accountants,
there were no disagreements as described in
paragraph (a)(1)(iv) of Item 304 of Regulation
S-K and no reportable events as described in
paragraph (a)(1)(v) of Item 304 of Regulation
S-K.
(2) During the period from January 25, 1995 (the date
upon which Thompson Dugan was retained as the
Registrant's independent accountants) through
November 8, 2000, there have been no transactions
or event similar to those which involved any
disagreement or reportable event as set forth in
paragraph (b)(2) of Item 304 of Regulation S-K.
Item 5. Other Events.
Not applicable.
Item 6. Resignation of Registrant's Directors.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements and Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Letter from Thompson Dugan dated December 6,
2000.
SIGNATURES
Pursuant to the requirement 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.
DIASENSOR.COM, INC.
By: /s/ Fred E. Cooper
Fred E. Cooper, President
DATED: December 6, 2000
THOMPSON DUGAN
CERTIFIED PUBLIC ACCOUNTANTS
Pinebridge Commons
1580 McLaughlin Run Road
Pittsburgh, PA 15241
December 6, 2000
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
RE: Diasensor.Com, Inc.
File no. 0-26504
Dear Sir or Madam:
We have reviewed Item 4 of the Form 8-K/A of
Diasensor.Com, Inc. dated December 6, 2000 and agree with
the statements contained therein.
Very truly yours,
Thompson Dugan
