SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 22, 1998
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ConSyGen, Inc.
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(Exact Name of Registrant as Specified in Charter)
Texas 17598 76-0260145
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
125 South 52nd street, Tempe Arizona 85281
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 394-9100
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4 CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANTS
On September 22, 1998, the Registrant dismissed its independent
auditors Wolinetz, Gottlieb & Lafazan, P.C. effective as of that date. The
reason for the dismissal was the inconvenience of the distance between the
Registrant's offices, which are located in Tempe, Arizona, and the offices of
Wolinetz, Gottlieb & Lafazan, P.C., which are located in Rockville Centre, New
York. The Board of Directors of the Registrant determined that it was preferable
to engage a local auditing firm.
On September 22, 1998, the Registrant executed an engagement letter
with its new auditor, King, Weber & Associates, P.C., certified public
accountants, 1400 East Southern Avenue, Suite. 735, Tempe, Arizona 85282. The
selection of King, Weber & Associates, P.C. is being submitted to the
stockholders for approval at the Annual Meeting of Stockholders to be held on
November 12, 1998.
The reports of Wolinetz, Gottlieb & Lafazan P.C. for the fiscal year
ended May 31, 1998, the 5 months ended May 31, 1997, and the fiscal year ended
December 31, 1996 contained no adverse opinion or disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit, scope, or accounting
principles, except that such reports were qualified as to the uncertainty
relating to the Company's ability to continue as a going concern. The Company
had no disagreements with Wolinetz, Gottlieb & Lafazan, P.C. during any of the
above-mentioned fiscal periods or for the subsequent interim period preceding
the engagement of King, Weber & Associates, P.C. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
(See Letter of Wolinetz, Gottlieb & Lafazan, P.C. attached hereto as
Exhibit 16)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements.
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
16 - Letter of Wolinetz, Gottlieb & Lafazan, P.C. to the
Securities and Exchange Commission.
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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.
Date: September 22, 1998 By: /s/ Thomas S. Dreaper
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Thomas S. Dreaper, President
and Chief Executive Officer
[LETTERHEAD OF WOLINETZ, GOTTLIEB & LAFAZAN, P.C.]
September 24, 1998
Office of Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mailstop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read Item 4 included in the attached Form 8-K dated September 22, 1998
of ConSyGen, Inc. to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
Wolinetz, Gottlieb & Lafazan, P.C.
cc: Mr. Raj Kapur, ConSyGen, Inc.
Paul Rosier, Esq.
