8-K

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 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) September 24, 2001


                                  DOCUCON INCORPORATED
                 (Exact name of registrant as specified in its charter)

                               ----------------------


==================================================================================================
                                                           
               Delaware                       1-10185                        74-2418590
   -------------------------------    ------------------------   ---------------------------------
   (State or other jurisdiction of    (Commission File Number)   (IRS Employer Identification No.)
            incorporation)

==================================================================================================

                                    8 AIRPORT PARK BOULEVARD
                                    LATHAM, NEW YORK 12110
                      (Address of principal executive offices) (Zip Code)

==================================================================================================


              Registrant's telephone number, including area code (518)786-7733

                                   8 Airport Park Boulevard
                                    Latham, New York 12110
              -------------------------------------------------------------
              (Former name or former address, if changed since last report)




ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Effective September 21, 2001, Docucon, Incorporated ("Registrant"),
acting on the direction of its Board of Directors, approved the dismissal of
Rothstein, Kass & Company, P.C. as the Company's independent accountants. The
report of Rothstein, Kass & Company, P.C. on the Registrant's financial
statements for the year ended December 31, 2000 did not contain an adverse
opinion or disclaimer of opinion nor was it qualified or modified as to
uncertainty, audit scope or accounting principles, except for the last paragraph
which raised substantial doubt about the Registrant's ability to continue as a
going concern. In connection with the audit of the Registrant's financial
statements for the year ended December 31, 2000, there were no disagreements
with Rothstein, Kass & Company, P.C. on any matter of accounting principles or
practices, financial statements disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Rothstein, Kass &
Company, P.C., would have caused Rothstein, Kass & Company, P.C. to make
reference to the matter in their report on the financial statements nor were
there any reportable events. Rothstein, Kass & Company, P.C. has furnished the
Registrant with a letter addressed to the Securities and Exchange Commission
indicating Rothstein, Kass & Company, P.C.'s agreement with the above
statements. A copy of that letter is attached as an exhibit herein.

         Effective on September 21, 2001, Registrant retained the accounting
firm of Ernst & Young, LLP to serve as its independent accountants to review or
audit its financial statements beginning with the third quarter ending September
30, 2001. This engagement was effective September 21, 2001. Prior to its
engagement as Registrant's independent auditors, Ernst & Young, LLP had not been
consulted by Registrant either with respect to the application of accounting
principles to a specific transaction or the type of audit opinion that might be
rendered on Registrant's financial statements or on any other matter that was
the subject of any prior disagreement between Registrant and Registrant's
previous certifying accountants.

ITEM 5.  OTHER EVENTS

         On September 6, 2001, Registrant's Board of Directors entered into a
Letter Agreement, attached hereto as Exhibit 99.1, which amends and updates the
terms of the proposed public combination of Registrant with Digital Visions
Systems, Inc., a Nevada corporation ("DVS"), which Registrant reported on Form
8-K on April 3, 2001. The new terms of the proposed reverse merger provide that
the current shareholders of DVS will own 92.5% of the combined entity.
Registrant's shareholders will receive no warrants. All costs associated with
the public combination will be paid by DVS, and any such payment will be
credited towards the DVS' capital requirement of $2.5 million. Registrant and
DVS intend to conclude the merger by December 30, 2001.

         With the exception of historical information described above, this
report includes forward looking statements made under the "Safe Harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These
statements involve substantial risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements.




ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (c)   Exhibits

     16.1  Letter from Rothstein, Kass & Company, P.C. dated September 21, 2001.
     99.1  Letter Agreement dated September 6, 2001








                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                       DOCUCON, INCORPORATED


Date: September 24, 2001               By:
                                          -------------------------------------
                                          Robert W. Schwartz, President and CEO





                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
-----------    -----------

    16.1       Letter from Rothstein, Kass & Company, P.C. dated September 21,
               2001.

    99.1       Letter Agreement dated September 6, 2001.

EX-16.1

September 21, 2001

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549



Dear Sir/Madam:

We have read the first paragraph of Item 4 included in the Form 8-K dated
September 21, 2001 of Docucon, Incorporated to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.

Very truly yours,



/s/ ROTHSTEIN, KASS & COMPANY

EX-99.1

                          DIGITAL VISION SYSTEMS, INC.
                                  329 E. Ramsey
                              San Antonio, TX 78216




                               September 6, 2001


Mr. Robert W. Schwartz, President & CEO
Docucon, Inc.
8 Airport Park Blvd.
Latham, NY 11201

     Re:   Proposed Combination of Docucon, Inc. & Digital Vision Systems, Inc.
           --------------------------------------------------------------------

Dear Mr. Schwartz:

     This Letter Agreement amends and restates the Letter Agreement dated
March 30, 2001, which proposed the corporate combination of Digital Vision
Systems, Inc., a Texas corporation ("DVS") and Docucon, Inc., a Delaware
corporation ("DOCU") ("DVS" and "DOCU" shall collectively be referred to herein
as the "Parties" and each separately as a "Party"). Upon the review of various
issues, including the financial position of the parties, DVS proposes the
following updated terms and various matters to be provided for in the definitive
merger agreement and plan of reorganization between DVS and DOCU:

1.   CORPORATE REORGANIZATION

     It is intended that DVS and DOCU shall enter into a corporate
combination (the "Public Combination"), whether through a merger, acquisition
or other type of corporate combination, which will be determined at a later
date by which the current shareholders of DVS will obtain shares of common
stock of DOCU, such that the former DVS stockholders shall own 92.5% of DOCU
common stock, par value $.01 per share ("Common Stock"), after receipt of the
financing discussed in paragraph 7 below. In calculating the foregoing
percentage, it is assumed that ownership percentages are determined by
references to fully diluted, as if converted common shares outstanding for
both DOCU and DVS. Through the Public Combination, DVS shall become a
wholly-owned subsidiary of DOCU.

     As a condition, and prior, to the Public Combination, DOCU will adjust
its capitalization to accommodate the agreed upon percentage and provide
adequate shares for future corporate purposes.

     Upon completion of the Public Combination, there shall up to seven
directors divided into three classes. Each director shall serve for three year
terms. The Class 1 directors shall be



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09/21/01
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up for election at the first annual stockholders meeting after the Public
Combination, the Class 2 directors shall be up for election at the second
annual stockholders meeting after the Public Combination, and the Class 3
director shall be up for election at the third annual stockholders meeting
after the Public Combination. DOCU shall appoint a Class 1 director and a
Class 3 director.

     After the Public Combination, there shall be in effect (i) a directors'
and officers' liability insurance policy with at least substantially the same
coverage which DOCU currently provides and (ii) directors' and officers'
liability tail insurance policy with respect to claims arising from facts or
events which occurred on or before the Public Combination.

     For agreeing to continue as a director after the Public Combination and
for prior compensation to DOCU, Robert Schwartz shall receive 0.5% of the total
Common Stock post-merger out of the Common Stock percentage to be retained by
DOCU's shareholders.

     All costs associated with the Public Combination will be advanced by
DVS, including but not limited to the legal fees and filing fees associated with
the preparation of the definitive merger agreement and plan of reorganization,
the regulatory filings and the administration of the Special Meeting of
Shareholders. Any amount that was advanced by DVS under this provision will be
credited towards the DVS' capital requirement under Section 7 below.

2.   DUE DILIGENCE

     a)  From the date hereof, each Party will make available to the other
Party for review their respective financial statements, books, records,
corporate documents and other information as the other Party may reasonably
request, and each party shall have the opportunity to meet with attorneys,
accountants and key personnel of the other Party to discuss the financial and
business conditions of the respective party and to make whatever future
independent investigation deemed necessary and prudent. The Parties agree to
cooperate with each other in complying with these requests and providing such
materials as the other party may request.

     b)  Each party shall make appropriate representations in a definitive
merger agreement ("Merger Agreement") that it has fully and independently
satisfied itself on all aspects of the other Party's business, including but not
limited to financial statements, books and records.

     c)  Each party shall represent and agree that all confidential
information which each Party or any of its officers, employees, agents,
consultants, or representatives, may possess or may receive in the future
pertaining to the financial or other condition of the other Party, shall not be
disclosed or made available to any other person or entity other than current
members of the Board of Directors, officers, employees, agents, consultants, or
representatives at any time without the express written consent of the other
Party.



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3.   CONDITION PRECEDENT TO OBLIGATIONS TO PERFORM

     It is understood and agreed by the Parties hereto that this letter does
not constitute a binding agreement as to the terms, conditions and
representations contained herein, that the terms, conditions and representations
expressed herein shall be included in the Merger Agreement and that performance
of the obligations hereunder is expressly subject to the following conditions:

     a)  The performance of a due diligence investigation by the Parties
determined to be satisfactory and favorable by each Party, its legal counsel,
financial advisors, accountants and agents on all matters pertaining to the
transaction contemplated hereby;

     b)  The execution of definitive agreements between the Parties
satisfactory in form and substance to such Parties and to their Parties and to
their respective counsel and financial advisors and containing such conditions,
representations, warranties, covenants and indemnities customary in a
transaction contemplated by this Letter Agreement;

     c)  Compliance with all applicable legal and/or regulatory requirements;

     d)  Completion of all required corporate shareholder actions and
approvals, if any; including any approvals of all terms and conditions of the
proposed Public Combination by the board of directors of each Party;

     e)  Authorization by DOCU of a sufficient number of authorized but
unissued and unreserved shares of Common Stock to consummate the transaction
contemplated hereby;

     f)  Execution of employment agreements with executive management, each
agreement to be in form and substance satisfactory to each party and their
respective counsel for those employees that the Parties may agree upon;

     g)  Execution of indemnification agreements between DOCU and each of its
officers and directors;

     h)  An opinion of counsel to DOCU that the transactions contemplated
hereby do not violate any state or federal securities laws and any and all
regulations of any applicable governmental agency;

     i)  Execution of lock-up agreements between DOCU and each of the
officers and directors of DOCU and DVS prior to the Public Combination and any
and all stockholders who beneficially own five percent (5%) or more of the
Common Stock on the day of closing of the Public Combination.



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4.   SHAREHOLDER'S MEETING

     a)  Upon the execution of this Letter Agreement, DOCU will immediately
take the appropriate and necessary corporate action to hold a Special Meeting of
Shareholders by proxy in order to vote on and authorize the Public Combination.
Also, the shareholders of DOCU will be presented with and asked to vote upon the
following proposals:

                  i)   To provide for a classified board and elect a Board of
         Directors of the Public Combination which will consist of up to seven
         (7) members of which - two (2) shall be nominated by DOCU;

                  ii)  To authorize a reverse stock split of the Common Stock,
         if required; and

                  iii) To take whatever corporate action may be deemed necessary
         by the Parties hereto in order to carry out the transactions
         anticipated hereby.

     b)  Upon the execution of this Letter Agreement, DVS will immediately
take the appropriate and necessary corporate action to authorize the Public
Combination and to authorize DVS to take whatever corporate action may be deemed
necessary by the Parties hereto in order to carry out the transactions
anticipated hereby.

5.   REPRESENTATIONS OF DOCU

     a)  DOCU is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation, and has the authority to
execute this Letter Agreement and to be bound by the terms and conditions hereof
and to enter and be bound by the Merger Agreement.

     b)  Upon execution of the Merger Agreement, DOCU will have no
liabilities except for those that shall be agreed on by the Parties.

     c)  DOCU has or will obtain prior to the close of the Merger Agreement,
all necessary corporate actions required for the execution of this Letter
Agreement and the Merger Agreement.

     d)  DOCU represents that it will not enter into any contract or
agreement, other than those entered into in the ordinary course of business,
with any other entity prior to the execution of the Merger Agreement, which may
affect the terms or materiality of this Letter Agreement.

     e)  DOCU represents that it has good and marketable title to all assets
and liabilities set forth in its financial statements and that any and all
liens, mortgages or other encumbrances against said assets and properties are
duly and completely set forth in its financial statements.

     f)  DOCU represents that: (i) it has filed all reports required to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933 and the Securities



Docucon, Inc.
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Exchange Act of 1934 as amended, and has filed such reports on a timely basis
and (ii) such reports do not contain any material misstatement or omission.

     g)  DOCU is not involved in any pending or threatened litigation. DOCU
could be involved in an arbitration proceeding relating to a $250,000 escrow
amount; however, DOCU's liability associated therewith is capped at the amount
of the escrow.

6.   REPRESENTATIONS OF DVS

     a)  DVS is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has the authority
to execute this Letter Agreement.

     b)  Upon execution of the Merger Agreement, DVS will have no liabilities
except for those that shall be agreed by the parties.

     c)  DVS has or will complete prior to the close of the Merger Agreement,
all necessary corporate actions required for the execution of this Letter
Agreement and the Merger Agreement.

     d)  DVS represents that it will not enter into any contract or
agreement, other than those entered into in the ordinary course of its business,
with any other entity prior to the execution of the Merger Agreement, which may
affect the terms or materiality of this Letter Agreement.

     e)  DVS represents that it has good and marketable title to all of its
assets.

     f)  DVS represents that it is or shall be the sole owner, where
applicable, of all patents, technologies, copyrights, trademarks, trade secrets,
research material relating to the Intellectual Property and any other
proprietary information free and clear of any liens, encumbrances or licenses.

     g)  DVS is not involved in any pending litigation. DVS could be involved
in an arbitration proceeding relating to the software and hardware purchase from
Cieffe, S.r.l.

7.   FINANCINGS

     DVS will obtain a minimum of $2.5 million in new capital and execute all
agreements for the closing of such financing as a condition to the closing of
the Merger Agreement.

8.   TERMINATION

     This Letter Agreement may only be terminated by the mutual written
consent of the Parties hereto but may be extended upon the mutual written
consent of the Parties. If the terms



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and conditions of this Letter Agreement are not fulfilled and the Merger
Agreement is not finalized and executed prior to the expiration of ninety
(90) business days from the latest date hereof or any extensions thereof,
this Letter Agreement shall automatically expire and be void and of no
further effect. This Letter Agreement and execution of the proposed
definitive agreements shall be subject to the terms and conditions set forth
herein.

9.   ASSIGNABILITY

     This Letter Agreement shall not be assignable or transferable by either
party.

10.  GOVERNING LAWS

     The validity and interpretations of this Letter Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.
The parties to this Letter Agreement agree that any litigation arising out of
the terms of the proposed acquisition set forth herein shall be commenced in the
courts of the State of Delaware. All parties consent to the jurisdiction and
venue of the federal and state courts of Delaware.

11.  AMENDMENT

     This Letter Agreement shall be amended only with the written consent of
all parties hereto.

12.  COUNTERPARTS

     This Letter Agreement may be executed in any number of counterparts by
original or facsimile signature, and each such counterpart shall be deemed to be
an original instrument, but all such counterparts together shall constitute but
one agreement.

13.  EXPENSES

     Each of DOCU and DVS shall bear its own expenses in connection with the
preparation for the consummation of the transaction contemplated by this Letter
Agreement.

14.  STANDSTILL AGREEMENT

     So long as this Letter Agreement is in effect, and for a period of six
(6) months after its termination, if any, neither DVS nor any of its affiliates
or representatives shall make, effect, initiate, cause or participate in (a) any
acquisition of beneficial ownership of any securities of DOCU, (b) any
acquisition of any assets of DOCU, (c) any tender offer, liquidation or other
extraordinary transaction involving DOCU or any affiliate of DOCU, or (d) any
"solicitation" of "proxies" (as those terms are used in the proxy rules
promulgated by the Securities and Exchange



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Commission) with respect to any securities of DOCU. DVS will take appropriate
action to secure the binding agreement of any of its affiliates or
representatives to effect the foregoing standstill agreement.

15.  BINDING EFFECT

     Except as hereinafter set forth, the understandings contained herein
(i) do not constitute a binding agreement between the Parties hereto but merely
express their intent with respect thereto and (ii) shall only become binding
when a Merger Agreement is executed and the transactions contemplated hereby
have been approved by each of the Parties. Notwithstanding anything herein to
the contrary, the provisions set forth in Sections 2(c), 11, 14, 15 and this
Section 16 are intended to be and are hereby binding and enforceable obligations
of the Parties. Until the termination of this Letter Agreement, neither the
Parties, nor any of their respective affiliates or advisors on either Party's
respective behalf, shall, directly or indirectly, enter into any agreement,
commitment or understanding with respect to, or engage in any discussions or
negotiations with, or encourage or respond to any solicitations from, any other
party with respect to a merger, a sale or management of any material portion of
the Party's assets or a sale of any shares of capital stock, unless the
breaching Party pays the other Party a break-up fee of One Hundred Thousand
Dollars (US$100,000).

     The foregoing is accepted, approved and agreed to by DVS, its Directors
and Officers this ____ day of __________________, 2001.


                                             DIGITAL VISION SYSTEMS, INC.


                                             By:
                                                -----------------------------
                                                   PHILLIP M. HARDY
                                                   President

AGREED:

DOCUCON, INC.

By:
   -------------------------------
      ROBERT W. SCHWARTZ
      President