SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
AMMENDMENT 1
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February, 1st, 2000
DISCAS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1175400
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31 Sheridan Drive, Naugatuck, Connecticut 06708
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (203) 720-9478
567-1 S. Leonard Street, Waterbury, Connecticut
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(Former name, former address and former fiscal year, if changed since last
report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 1st, 2000, the Registrant retained Gerstle, Rosen & Simonet, LLC
Certified Public Accountants of Boca Raton, Florida, to act as principal
accountants to audit the financial statements for the Registrant.
1. The former accountant Jump, Scutellaro and Company of New Jersey was replaced
with of Gerstle Rosen and Simonet to audit the Company's books and prepare
financials for the late 10-KSB and 10-QSB reports for the periods from April 30,
1999 through to October 31, 2000.
2. The Board of Directors had engaged a consultant to assist with finding
funding to complete the audits and reports required. This was done so that the
company might explore the possibility of finding another company looking to
merge with Discas, Inc. once the required filings were brought current.
3. Said principal accountant's report on the financial statements for either of
the past two years did not contain as adverse opinion or disclaimer of opinion
nor was the same qualified or modified as to uncertainty, audit scope, or
accounting principles.
4. The decision to change accountants was recommended and approved by the Board
of Directors of the Registrant effective February 1, 2000.
5. During the Registrant's most recently filed fiscal years and through the day
of replacement, February 1, 2000, there were no disagreements between the former
accountant, and the Registrant, on any matter of accounting principles or
practices, financial statements disclosure or auditing scope or procedure.
6. During the Registrant's two most recent fiscFal years and the subsequent
interim periods preceding the former accountant's resignation:
(i) the accountant has not advised the Registrant that the internal
controls necessary for the Registrant to develop reliable financial
statements do not exist;
(ii) the accountant has not advised the Registrant that information has
come to the accountant's attention that has led it to no longer be
able to rely on management's representations or that has made it
unwilling to be associated with the financial statement prepared by
management;
(iii) the accountant has not advised the Registrant (a) of the need to
expand significantly the scope of its audit, or that information has
come to the accountant's attention, during the two most recent
fiscal years and the subsequent interim periods preceding the
resignation, that if further investigated may (i) materially impact
the fairness or reliability of either a previously issued audit
report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal periods
(iv) subsequent to the date of the most recent financial statements
covered by an audit report (including information that may prevent
it from rendering an unqualified audit report on those financial
statements), or (ii) cause it to be unwilling to rely on
management's representations or be associated with the Registrant's
financial statements or, (b) that due to the account's dismissal, or
for any other reason, the accountant did not so expand the scope of
its audit or conduct such further investigation;
(v) the accountant has not advised the Registrant that (a) information
has come to the accountant's attention that it has concluded
materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial
statements or (ii) the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most
recent financial statements covered by an audit report (including
information that, unless resolved to the accountant's satisfaction,
would prevent it from rendering an unqualified audit report on those
financial statements) or (b) due to the accountant's dismissal, or
for any other reason, the issue has not been resolved to the
accountant's satisfaction prior to its dismissal.
A new independent certified public accountant has been engaged as the principal
accountant to audit the Registrant's financial statements. The newly engaged
accountant is the firm of Gerstle, Rosen & Simonet, LLC Certified Public
Accountants and was retained on February 1, 2000.
SIGNATURES
Pursuant 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
thereunto duly authorized.
DISCAS, INC.
(Registrant)
By: /s/ Patrick A. DePaolo Sr., President and
Chief Executive Officer and Chief Financial Officer)
Date: 07/23/2001