UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                            FORM 8-K
                         CURRENT REPORT

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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 7, 2001









                    ELAST TECHNOLOGIES, INC.
     (Exact name of registrant as specified in its charter)







Nevada                 000-25485                  88-0380544
(State of             (Commission           (I.R.S. Employer
organization)         File Number)       Identification No.)

3960 Howard Hughes Pkwy., 5th Floor, Las Vegas, NV  89109
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 878-8310


ITEM 4    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

      1.    i.    The  Company's  principal  accountant, Kelly  &
               Company, was dismissed as of May 7, 2001.

           ii.    The   principal   accountant's  report  on  the
               financial  statements  for  the past two years was
               modified  as  to uncertainty that the Company will
               continue as a going concern.

          iii.    The decision to change accountants was approved
               by the board of directors.

           iv.  A.  There  were no disagreements with the  former
               accountant  on any matter of accounting principles
               or  practices, financial statement disclosure,  or
               auditing  scope  or  procedure,  which,   if   not
               resolved  to  the former accountants satisfaction,
               would  have  caused it to make  reference  to  the
               subject   matter   of   the   disagreement(s)   in
               connection with its report.

       2.  A new  accountant  has been engaged as  the  principal
           accountant    to   audit   the   issuer's    financial
           statements.   The   new   accountant   is   Merdinger,
           Fruchter,  Rosen & Corso, P.C. and was engaged  as  of
           May 1, 2001. Neither the Company nor anyone acting  on
           its  behalf consulted the new accountant regarding the
           application  of accounting principles  to  a  specific
           completed or contemplated transaction, or the type  of
           audit  opinion  that might be rendered  on  the  small
           business  issuer's financial statements,  as  part  of
           the   process   of  deciding  as  to  the  accounting,
           auditing or financial reporting issue.

       3.  The Company has provided the former accountant with  a
           copy  of  the disclosures it is making in response  to
           this  Item.  The  Company  has  requested  the  former
           accountant  to  furnish  a  letter  addressed  to  the
           Commission  stating that it agrees with the statements
           made  by the Company. The Company has filed the letter
           as   an   exhibit   to  this  registration   statement
           containing this disclosure.

ITEM 7    EXHIBITS

16   Letter re Change in Certifying Accountant

                           SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  the Registrant has duly caused this registration statement
to  be  signed  on its behalf by the undersigned, thereunto  duly
authorized.

                           Elast Technologies, Inc.

                           By: /s/ Thomas Krucker
                               Thomas Krucker, President

                           Date May 9, 2001