UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           Amendment 1
                               to
                            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 two most recent fiscal  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 during the  registrant's
               two most recent fiscal years and the subsequent interim
               period  through  May 7, 2001  (date of dismissal)  with
               the  former  accountant  on  any matter  of  accounting
               principles    or   practices,    financial    statement
               disclosure, or auditing scope or procedure, which would
               have  caused it to make reference to the subject matter
               of the disagreement(s) in connection with this 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.

                               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 21, 2001