CONSYGEN INC
8-K/A, 1997-02-07
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 8-K/A1

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


        Date of Report (Date of earliest event reported) January 31, 1997


                                 ConSyGen, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


  Texas                              0-17598                  76-0260145
- --------------------------------------------------------------------------------
  (State or Other                  (Commission              (I.R.S. Employer
     Jurisdiction                  File Number)             Identification No.)
of Incorporation)


  10201 S. 51st Street, Suite 140, Phoenix, AZ                    85044
- --------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                  (Zip Code)


                                                       
Registrant's telephone number, including area code          (602) 496-4545
                                                  ------------------------------
- --------------------------------------------------------------------------------
 (Former Name or Former Address, If Changed Since Last Report)







ITEM 4.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Effective  January 31, 1997, the Registrant  dismissed its  independent
public  accountant,  Grant-Schwartz  Associates,  CPA.  For each of the last two
fiscal years,  Grant-Schwartz's  auditor's  report stated that the  Registrant's
financial  statements  had been  prepared  assuming  that the  Registrant  would
continue as a going  concern.  Such reports also noted that the  Registrant  was
dependent  upon a merger and exercise of warrants or obtaining  other sources of
financing.  These reports were issued prior to the  Registrant's  acquisition of
ConSyGen, Inc., an Arizona corporation,  which was reported by the Registrant on
a Current Report on Form 8-K filed with the  Securities and Exchange  Commission
on November 18, 1996.  The  decision to change  accountants  was approved by the
Company's Board of Directors.

         To the knowledge of the  Registrant,  there has not been during the two
most recent  fiscal years and the interim  period  through  January 31, 1997 any
disagreement with Grant-Schwartz  Associates,  CPA's on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

         On January  31,  1997,  the  Registrant  engaged  Wolinetz,  Gottlieb &
Lafazan, P.C. to act as the Registrant's independent public accountant.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (b)  Exhibits.

                  Exhibit No.     Description of Exhibit

                           16     Letter from  Grant-Schwartz  Associates, CPA's
                                  to the  Securities  and Exchange Commission






                                   SIGNATURES


         Pursuant to 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 hereunto duly authorized.


                                 ConSyGen, Inc..
                                 -----------------------------------------------
                                 (Registrant)


Date:  February 7, 1997          /s/Ron Bishop
                                 -----------------------------------------------
                                 Ron Bishop
                                 (President)







                                  EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION OF EXHIBIT

           16       Letter from Grant-Schwartz Associates,
                    CPA's to the Securities and Exchange
                    Commission






                                                     February 7, 1997


Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C.  20549


We have read Item 4 included in the attached Form 8-K/A1 dated  February 7, 1997
of ConSyGen,  Inc. to be filed with the Securities  and Exchange  Commission and
are in agreement with the statements contained therein.

                                        Very truly yours,


                                        /s/ Grant-Schwartz Associates, CPA's
                                        ----------------------------------------
                                        Grant-Schwartz Associates, CPA's


Copies to:        Mr. Ron Bishop, ConSyGen, Inc.
                  John G. Nossiff, Jr., Esq., Brown, Rudnick, Freed & Gesmer




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