UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
DIASYS CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.001 ("COMMON STOCK")
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(TITLE OF CLASS OF SECURITIES)
252838107
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(CUSIP NUMBER)
DECEMBER 31, 2003
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(DATE OF EVENT WHICH REQUIRES
FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 252838107
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Todd M. DeMatteo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 175,400
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 0
PERSON WITH:
7 SOLE DISPOSITIVE POWER
175,400
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,400
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
INTRODUCTORY STATEMENT
This Amendment No. 1 to statement on Schedule 13G (the "Amendment")
relates to the common stock, par value $.001 per share ("Common Stock"), of
DiaSys Corporation, a Delaware corporation (the "Issuer") and is being filed by
Todd M. DeMatteo, an individual (the "Reporting Person"). As described below,
the Reporting Person is filing this Amendment pursuant to Rule 13d-2(b) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report
that his ownership has decreased to 175,400 shares or approximately 1.4% of the
Issuer's Common Stock.
ITEM 1(A). NAME OF ISSUER.
DiaSys Corporation, a Delaware corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 81 West
Main Street, Waterbury, Connecticut 06702 (telephone number:
203-755-5083).
ITEM 2(A). NAME OF PERSON FILING.
Todd M. DeMatteo
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
The principal business address of the Reporting Person is c/o ITF
Global Partners, 291 7th Avenue, PH, New York, NY 10001.
ITEM 2(C). CITIZENSHIP.
United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Common Stock, par value $0.001 per share
ITEM 2(E). CUSIP NUMBER.
252838107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the Issuer identified in Item 1.
(a) Amount beneficially owned: 175,400
(b) Percent of class: 1.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 175,400
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(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 175,400
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
TODD M. DEMATTEO
By: /s/ Todd M. DeMatteo
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Date: February 14, 2004
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