8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 22, 1998
                                                 ------------------


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

                                      N/A
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         (Former Name or Former Address, if Changed Since Last Report)


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.


                                    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
         ------------------              ----------------------------------
                                              Thomas S. Dreaper, President
                                              and Chief Executive Officer

EX-16

               [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.