Consygen Inc – ‘S-3/A’ on 9/29/98

As of:  Tuesday, 9/29/98   ·   Accession #:  950147-98-780   ·   File #:  333-61869

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Amendment No. 1 to Form S-3 of Consygen, Inc.         24    137K 
 2: EX-23.2     Accountants Consent                                    1      4K 

S-3/A   —   Amendment No. 1 to Form S-3 of Consygen, Inc.
Document Table of Contents

S-3/A
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As filed with the Securities and Exchange Commission on September 29, 1998
                                                     Registration  No. 333-61869
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------
 AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
----------------------
CONSYGEN, INC.
(Exact name of registrant as specified in its charter)

                                                                [Download Table]

                                                                                   
          Texas                               7371                 76-0260145      
(State or other jurisdiction of  (Primary standard industrial   (I.R.S. Employer   
incorporation or organization)     classification code number)  Identification No.)

----------------------- 
 125 South 52nd Street
Tempe, Arizona 85281
(602) 394-9100
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

----------------------  
 Stephen Kelly, ESQ.
Vice President/Legal
 125 South 52nd Street
Tempe, Arizona 85281
(602) 394-9100

 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

------------------------
COPY TO:
 Paul Rosier, ESQ.
 4436 East Camelback Rd. #39
 Phoenix, Arizona 85018-2833
 Tel/Fax: (602) 952-1422
------------------------
 Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ] 

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]_______.                       

If this Form is a  post-effective  amendment filed pursuant to Rule  462(c)under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ] ________.                                            

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If delivery  of the  Prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]                                             

             Pursuant  to Rule  429  under  the  Securities  Act of  1933,  this
Registration  Statement  is  filed  in part  as a post  effective  amendment  to
Registration Statement on Form S-1, File No. 3330649.                           

                                                        [Enlarge/Download Table]

                                                  CALCULATION OF REGISTRATION FEE                          
===========================================================================================================
                                                                                                           
                                                      Proposed             Proposed                        
Title of each class                                    Maximum              Maximum                        
Of securities to be          Amount to be             Aggregate            Aggregate           Amount of   
 registered                  registered               Price per            Offering           Registration 
                                                        Share                Price                Fee      
-----------------------------------------------------------------------------------------------------------
Common Stock,                4,889,842 shares(1)      $1.4375 (4)        $ 7,029,148 (4)      $2,073.60    
$.003 par value per share                                                                                  

Common Stock,                1,931,827 shares(2)      $1.4375            $ 2,777,001          $     .00 (2)
$.003 par value per share                                                                                  

Common Stock,                   20,000 shares(3)      $1.4375 (4)        $    28,750 (4)      $    8.48    
$.003 par value per share                                                                                  

Common Stock,                  215,000 shares(5)      $4.9368 (6)        $ 1,061,407 (6)      $  313.12    
$.003 par value per share                                                                                  
                             ----------------                            ------------           ---------- 
             Totals          7,056,669 shares                            $ 10,896,306           $ 2,395.20 
                             ================                            ============           ========== 
===========================================================================================================

(1)  Represents  150% of the number of shares of Common  Stock  issuable  upon a
     hypothetical  conversion of $3,500,000  principal  amount of 6% Convertible
     Debentures  due May 29, 2003,  assuming  that such  conversion  occurred on
     August 18, 1998.  Also includes  324,625 shares of Common Stock issuable at
     the option of the Company in lieu of cash interest payable quarterly during
     the 2 year period ended August 31, 2000.  Estimated  solely for purposes of
     calculation of the registration  fee. The actual number of shares of common
     stock  issuable  upon such  conversion  and in lieu of such interest may be
     more or less than such estimate based upon a variety of factors,  including
     the dates of conversion,  the dates of payment of interest and the price of
the common stock on such dates.                                       

(2)  Represents the unsold portion of shares  offered  pursuant to  Registration
     Statement on Form S-1, File No. 333-40649 for which  registration fees have
been paid.                                                            

(3)  Represents shares issued in exchange for services rendered to the Company. 

(4)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule  457(c)  under the Act based  upon the  average of the high and low
 sale prices reported on the Nasdaq SmallCap Market on August 17 , 1998.

(5)  Represents  shares issuable upon exercise of warrants to purchase shares of
the Company's Common Stock.                                           

(6)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457 (c) and (g).                                     

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.                                                                  
================================================================================

(ii)

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INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.   

Subject to Completion Dated September 29, 1998

7,056,669 Shares

CONSYGEN, INC.

Common Stock

             This Prospectus  covers  7,056,669  shares (the "Shares") of Common
Stock, par value .003 per share (the "Common Stock") of  ConSyGen,Inc.,  a Texas
corporation  (the  "Company" or  "ConSyGen")  offered for the account of certain
security holders of the Company (the "Selling Security Holders").               

             The Shares  offered  hereby  consist  of: (i)  4,565,217  shares of
Common Stock,  representing  150% of the number of shares estimated to be issued
upon conversion of $3,500,000 principal amount of 6% Convertible  Debentures Due
May 29, 2003 (the "Convertible Debentures") based upon the number of such shares
that  would  be  issuable  if the  holders  of the  Convertible  Debentures  had
converted the entire principal amount of such debentures on August 18, 1998;(ii)
324,625  shares of Common Stock issuable at the option of the Company in lieu of
cash interest  payable  quarterly to the holders of the  Convertible  Debentures
during the 2 year period ended August 31, 2000,  based upon an assumed price for
the  Company's  common  stock of $1.4375  per share,  the same price used in the
calculation  of the  number  of  shares  set  forth  in (i)  above  and upon the
assumption  that the Company  elects to pay the entire  amount of  interest  due
during  the period in shares of Common  Stock;  (iii)  115,000  shares of Common
Stock issuable upon the exercise of Common Stock  Purchase  Warrants to purchase
Common  Stock at  $4.8818  per share  issued  concurrently  with the sale of the
Convertible Debentures, of which Warrants to purchase 105,000 shares were issued
to the holders of the  Convertible  Debentures  and Warrants to purchase  10,000
shares were issued to finders; (iv) 100,000 shares of Common Stock issuable upon
the exercise of Common Stock Purchase Warrants to purchase Common Stock at $5.00
per share issued to a consultant  (the Warrants  described in (iii) and (iv) are
referred to in this  Prospectus  individually  or  collectively,  as the context
requires, as the "Warrants,"and shares of Common Stock issuable upon exercise of
the Warrants are referred to as "Warrant  Shares");  (v) 20,000 shares issued in
exchange for certain services rendered to the Company; and (vi) 1,931,827 shares
of Common  Stock to be offered  by  certain  stockholders  of the  Company.  See
"Selling Security Holders."                                                     

             The  Shares  being  offered  by  the  holders  of  the  Convertible
Debentures are being  registered  herein pursuant to the terms of a Registration
Rights  Agreement,  as  amended,  which  requires  that the Company use its best
efforts to file a registration  statement with respect to such shares (including
the related  Warrant  Shares) by August 19, 1998. The number of shares of Common
Stock offered by the holders of the  Convertible  Debentures  was  determined in
accordance  with  the  terms of (i) the  Registration  Rights  Agreement,  which
requires that the number of such shares designated in the registration statement
to be offered by the holders of the Convertible Debentures be not less than 150%
of the total  number of shares of Common  Stock  that  would be  required  to be
issued to such  holders if all such shares were issued the day before the filing
of this  registration  statement,  and                                          

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(ii) the Convertible  Debentures,  which provide for a conversion price equal to
the lesser of $4.8818 per share or 80% of the of the  average  closing bid price
of the Company's common stock for the 5 day trading period immediately preceding
the conversion date.                                                            

             Accordingly,  solely  for the  purpose  of  setting  forth  in this
registration  statement a number of shares of Common  Stock to be offered by the
holders of the  Convertible  Debentures,  the conversion date is fixed as August
18,  1998,  and the  conversion  price is fixed at $1.15 per share,  the average
closing bid price of the  Company's  common  stock for the 5 day trading  period
ended August 17, 1998. The actual conversion price and number of shares issuable
upon conversion of the Convertible Debentures will depend upon the date or dates
of such  conversion,  and upon the effect upon the conversion  rights of certain
restrictions contained in the Subscription Agreement relating to the sale of the
Convertible  Debentures,  and could  therefore be materially  different from the
price and number of shares set forth in this registration  statement,  depending
on factors  that cannot be  predicted  by the  Company,  including,  among other
things, the future market price of the Company's common stock (provided that the
price per share cannot  exceed  $4.8818 and the number of shares of Common Stock
into  which the  Convertible  Debentures  can be  converted  cannot be less than
716,948  shares).  See "Selling  Security  Holders" and "Risk  Factors-  Limited
Trading Market and Shares Eligible for Future Sale."                            

             All shares  registered  hereby are offered by the Selling  Security
Holders.  The Shares may be offered by the Selling  Security  Holders,  in their
discretion,  from time to time, in ordinary  brokerage  transactions  (which may
include block  transactions)  on the Nasdaq  SmallCap  Market or  otherwise,  in
negotiated transactions, through a combination of such methods, or otherwise, at
market  prices  prevailing at the time of sale,  or at  negotiated  prices.  The
Selling Security  Holders may effect such  transactions by selling the Shares to
or  through  broker-dealers,  who  may  receive  compensation  in  the  form  of
discounts,  concessions or commissions  from the Selling Security Holders and/or
the purchasers of the Shares for whom such  broker-dealers  may act as agents or
to whom  they may  sell as  principals,  or both  (which  compensation,  as to a
particular  broker-dealer  might be in excess  of  customary  commissions).  The
Company will not receive any proceeds from the sale of the Shares by the Selling
Security Holders. The Company has agreed to bear all expenses of registration of
the Shares,  but any selling and other expenses incurred by the Selling Security
Holders will be borne by the Selling Security Holders.                          

             The Selling Security  Holders and any  broker-dealers,  agents,  or
underwriters   that  participate  with  the  Selling  Security  Holders  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Act"),  and any commissions paid
or any discounts or concessions  allowed, and any profits received on the resale
of the Shares purchased by them may be deemed to be underwriting  commissions or
discounts under the Securities Act. See "Selling  Security Holders" and "Plan of
Distribution."                                                                  

             Notwithstanding   the  registration  of  the  Shares,  the  Selling
Security Holders have no obligation to sell any portion or all of the Shares.   

             The Company's Common Stock, par value $.003 per share, is listed on
the National  Association  of  Securities  Dealers  Automated  Quotation  System
("Nasdaq") and traded on the Nasdaq  SmallCap Market under the symbol "CSGI." On
August 17, 1998,  the last reported sale price of the Common Stock on the Nasdaq
SmallCap Market was $1.50 per share.                                            
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    THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
  SEE "RISK FACTORS" BEGINNING ON PAGE 6

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES    
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE    
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES      
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY     
OF THIS PROSPECTUS.  ANY REPRESENTATION TO        
THE CONTRARY IS A CRIMINAL OFFENSE.       
--------------------- 

--------------------------------------------------------------------------------
           Price to Public    Underwriting Discounts and   Proceeds to Issuer or
                              Commissions (1)              Other Persons
--------------------------------------------------------------------------------

Per Unit         $ 1.50 (2)               0                         0 (3)       
Total       $10,584,004 (2)               0                         0 (3)       
--------------------------------------------------------------------------------

(1)  None, to the Company's knowledge.                                          

(2)  Estimate  assuming sales of all Shares at $ 1.50 per share, the closing bid
     price of the  Company's  common  stock as reported  on the Nasdaq  SmallCap
     Market on August  17,1998.  The  actual  price at which the  Shares  may be
     offered to the public may vary and could be  substantially  different  from
the amount shown. See "Selling Security Holders."                     

(3)  The Company will receive none of the proceeds of sales of the Shares by the
     Selling  Security  Holders  and,  as such  sales are to be made as and when
     determined in the discretion of the Selling Security  Holders,  no estimate
     of the proceeds to the Selling Security Holders is, or can be, provided. To
     the extent,  if any,  that the  Warrants  are  exercised,  the Company will
     receive the amount paid by the holders of the  Warrants  upon the  exercise
     thereof;  and to the extent that the holders of the Convertible  Debentures
     exercise their conversion rights  thereunder,  or the Company exercises its
     election to pay shares of Common Stock in lieu of cash interest, the effect
     of such  conversion or payment will be the discharge of indebtedness of the
     Company  equal to the  principal  amount  converted or to the cash interest
     paid in shares of Common Stock.  See "Selling  Security  Holder,"  "Plan of
Distribution," and "Use of Proceeds."                                 

The date of this Prospectus is September 29, 1998.

(Remainder of Page Intentionally left Blank)

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             NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR TO MAKE  ANY  REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED  BY  REFERENCE  IN THIS  PROSPECTUS  IN  CONNECTION  WITH THE OFFER
CONTAINED  IN THIS  PROSPECTUS,  AND,  IF  GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON AS  HAVING  BEEN  AUTHORIZED  BY THE
COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY
THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE SHARES OF COMMON STOCK OFFERED  HEREBY IN ANY  JURISDICTION  IN
WHICH  SUCH  OFFER OR  SOLICITATION  IS NOT  AUTHORIZED,  OR IN WHICH THE PERSON
MAKING SUCH OFFER OR  SOLICITAION  IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.  NEITHER THE DELIVERY OF
THIS  PROSPECTUS NOR ANY SALE MADE  HEREUNDER  SHALL,  UNDER ANY  CIRCUMSTANCES,
CREATE ANY IMPLICATION  THAT THE INFORMATION  CONTAINED HEREIN IS CORRECT AT ANY
TIME SUBSEQUENT TO THE DATE HEREOF.                                             

 TABLE OF CONTENTS
                                                                          Page
                                                                          ----
    AVAILABLE INFORMATION............................................      4
    INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS..................      5
    SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION...............      6
    RISK FACTORS.....................................................      6
    USE OF PROCEEDS..................................................     11
    THE COMPANY......................................................     11
    SELLING SECURITY HOLDERS.........................................     12
    PLAN OF DISTRIBUTION.............................................     17
    LEGAL MATTERS....................................................     18
    EXPERTS..........................................................     18

AVAILABLE INFORMATION       

             The  Company is subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements and other information filed by the Company with the Commission may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and at
the following  regional  offices of the Commission:  New York Regional Office, 7
World Trade Center,  Suite 1300, New York, New York 10048;  and Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,  Illinois
60661.  Copies of such  materials  can also be obtained at  prescribed  rates by
writing to the Public  Reference  Section of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C.  20549.  Information  on the  operation  of the  Public
Reference  Section can be obtained by calling the Commission at  1-800-SEC-0330.
In  addition,  the  Company is  required  to file  electronic  versions of these
documents  through the  Commission's  Electronic  Data  Gathering,  Analysis and
Retrieval system  ("EDGAR").  The Commission  maintains a World Wide Web site at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission.                                                                     

             The common  stock of the  Company is traded on the Nasdaq  SmallCap
Market,  and  reports  and  other  information  concerning  the  Company  may be
inspected  at the National  Association  of  Securities  Dealers,  Inc.,  1735 K
Street, N.W., Washington, D.C. 20006.                                           

             The Company has filed with the Commission a Registration  Statement
on Form S-3 (herein,  together with all  amendments,  supplements,  exhibits and
schedules thereto,  the "Registration  Statement") under the Securities Act with
respect to the Shares of Common Stock offered hereby. This Prospectus,  which is
a part of the  Registration  Statement,  does not contain all of the information
set forth in the Registration  Statement,  certain portions of which are omitted
in  accordance  with the  rules  and  regulations  of the  Commission,  to which
portions  reference is hereby made.  For further  information  pertaining to the
Company  and  the  Shares,  reference  is made  to the  Registration  Statement.
Statements  contained                                                           
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in  this  Prospectus  or in any  document  incorporated  by  reference  in  this
Prospectus  as to the contents of any  agreement or other  document  referred to
herein or therein are not necessarily  complete,  and in each instance reference
is made to the copy of such  agreement  or  document  filed as an exhibit to the
Registration  Statement,  each such statement being qualified in all respects by
such  reference.  Copies of all or any  portion of the  Registration  Statement,
including  all  exhibits  thereto,  may be obtained at  prescribed  rates at the
office of the Commission at 450 Fifth Street, N.W.,  Washington,  D.C. 20549, or
may be examined  without charge at such office or at the Regional offices of the
Commission set forth above.                                                     

 INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS

             The  following  documents  and  materials  previously  filed by the
Company with the Commission  under the Exchange Act are hereby  incorporated  by
reference into this Prospectus:                                                 

             (1) The  Company's  Annual  Report on Form 10-K for the fiscal year
ended May 31, 1998, filed with the Commission on August 11, 1998;               

             (2) The Company's  report on Form 8-K relating to the change in the
Company's independent auditors, filed with the Commission on September 24, 1998.

             (3) The description of the Company's  common stock contained in the
Company's registration statement on Form 8-A, as amended by amendment filed with
the Commission on April 29, 1998.                                               

             All documents filed by the Company with the Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the  termination  of the  offering to which this  Prospectus
relates shall be deemed to be incorporated by reference into this Prospectus and
to be a part of this Prospectus from the date of filing of such documents.      

             Any statement contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus and the Registration  Statement of which it is a
part  to  the  extent  that  a  statement  contained  herein  or  in  any  other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus or such Registration Statement.         

             The Company will provide without charge to each person to whom this
Prospectus has been delivered,  upon the written or oral request of such person,
a copy of any or all documents,  or portions thereof,  incorporated by reference
into this  Prospectus  but not  delivered  with the  Prospectus  (not  including
exhibits,  except for exhibits specifically  incorporated by reference into such
documents).  All such requests should be directed to:  ConSyGen,  Inc. 125 South
52nd Street Tempe  Arizona  85281;  Attention:  Raj K. Kapur,  Telephone:  (602)
394-9100.                                                                       

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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

             Certain   statements  in  this  Prospectus  and  in  the  documents
incorporated by reference herein constitute "forward-looking  statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. For this  purpose,  any  statements  contained  herein or  incorporated  by
reference  herein that are not statements of historical fact may be deemed to be
forward-looking   statements.   Without   limiting  the  foregoing,   the  words
"believes,"   "plans,"   "anticipates,"   "expects,"   "estimates"  and  similar
expressions  are intended to identify  forward-looking  statements.  There are a
number of important factors,  including those set forth under "Risk Factors" and
elsewhere  in this  Prospectus,  that  could  cause  actual  results  to  differ
materially from those indicated by such forward-looking statements.             

RISK FACTORS

         An investment in the shares of Common Stock offered  hereby  involves a
high degree of risk. In addition to the other  information  in this  Prospectus,
the  following  risk  factors  identify  important  factors  that may  cause the
Company's  actual  results to differ  materially  from any results  presented or
implied by any  forward-looking  statements  included  in this  prospectus,  and
should be considered carefully in evaluating the Company and its business before
purchasing the shares of Common Stock offered hereby.                           

         Technology/Market  Acceptance.  There  can  be no  assurance  that  the
Company's ConSyGen Conversion and ConSyGen 2000 tool sets will perform to market
expectations,  be well received,  or generate substantial  revenues, if any. The
Company is not currently generating significant revenue from either its ConSyGen
2000 or ConSyGen  Conversion  toolset,  or otherwise.  To date,  the Company has
completed only 4 year 2000  conversions on a commercial  basis with its ConSyGen
2000  toolset.  Moreover,  the  Company has not  completed a revenue  generating
migration project with its ConSyGen  Conversion toolset since 1995. There can be
no assurance  that the  Company's  ConSyGen  Conversion  toolset will enable the
Company to  successfully  perform  migration  projects  on a  commercial  basis.
Failure of the Company's ConSyGen 2000 or ConSyGen Conversion toolsets to enable
year 2000  conversions and migrations on a commercial basis will have a material
adverse  effect on the price of the Company's  common stock and on the Company's
business, financial condition, results of operation, and prospects. There can be
no assurance that the Company will be able to compete  effectively in the market
for its services.  Market acceptance of the Company's  services will depend upon
the ability of the Company to  demonstrate  the  advantages of its toolsets over
competing technologies.                                                         

         Accumulated  Deficit;  Net Losses.  The Company has not been profitable
and, as at May 31,  1998,  the close of its most  recent  fiscal  year,  had net
operating  losses of  approximately  $3,079,000  and an  accumulated  deficit of
approximately  $21,949,000.  The  Company's  long-term  ability to continue as a
going  concern is  dependent  upon the  achievement  of  profitability  and upon
obtaining  adequate  long-term  financing.  The  Company  has not yet  generated
significant  revenue  from  either  its  ConSyGen  2000 or  ConSyGen  Conversion
toolset,  or otherwise,  and there can be no assurance  that the Company will be
able to  generate  significant  revenue  from  services  related  to either  its
ConSyGen  2000 or ConSyGen  Conversion  toolset.  Nor can there be any assurance
that the Company will be able to obtain adequate long term financing.  See "Risk
Factors  - Future  Capital  Needs."  The  failure  of the  Company  to  generate
significant revenue from its conversion services or to obtain adequate long term
financing  will have a  material  adverse  effect on the  Company's  ability  to
continue as a going concern.                                                    

         Dependence  on  Year  2000  Market.  Although  the  Company  has yet to
generate any significant revenue from providing year 2000 services,  the Company
currently  devotes  substantially  all of its resources and efforts to marketing
its ConSyGen 2000 toolset that  addresses  the year 2000  problem.  Although the
Company believes that the market for products and services  relating to the year
2000  problem  will grow as the year 2000  approaches  and that such market will
continue to exist for a limited time beyond the year 2000, eventually the demand
for year 2000 products and services will  disappear.  Moreover,  there can be no
assurance that the market will develop to the extent anticipated by the Company.
Other  organizations  may attempt                                               
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to resolve the problem internally rather than contract with an outside firm such
as the Company.  The eventual  development of a significant market for year 2000
products and services is therefore  uncertain and  unpredictable.  If the market
for year 2000 products and services  fails to develop to the extent  anticipated
by the  Company,  or the  Company  fails to attract  substantial  business,  the
Company's  financial  condition  and results of  operations  would be materially
adversely affected,  and its ability to continue as a going concern could depend
upon its  ability to develop  additional  products  and  services.  See "Need to
Develop Additional Products and Services."                                      

         Need to Develop  Additional  Products and Services.  The Company is not
currently  generating  any  significant  revenue  from its  ConSyGen  Conversion
toolset,  the toolset it uses to migrate  software  applications  from mainframe
environments to open systems. There can be no assurance that the Company will be
able to develop and market its ConSyGen  Conversion  toolset or to diversify and
develop  additional  products  and  services  to enable the  Company to generate
business  from  non-Year  2000 related  services.  The failure of the Company to
develop and market its ConSyGen Conversion toolset or to generate other business
unrelated  to the year 2000  market will have a material  adverse  effect on the
Company's  business,   financial  condition  and  results  of  operations.   The
likelihood  of the  Company's  success must also be  considered  in light of the
problems,   expenses,   difficulties,   complications   and  delays   frequently
encountered  in connection  with the  development of new  technologies,  such as
competition,   market   acceptance,   the  need  to  develop   customer  support
capabilities and market expertise, and setbacks in product development.         

         Future Capital Needs.  The Company's future capital  requirements  will
depend on many factors,  including  the Company's  ability to generate cash flow
from  operations,  if any,  continued  progress in its research and  development
programs, the development of superior technologies by the Company's competitors,
and the Company's ability to market its services successfully. See "Risk Factors
- "Technology/Market Acceptance," Accumulated Deficit; Net Losses," and "Need to
Develop  Additional  Products  and  Services."  The  Company  may  need to raise
additional funds in the future through equity and/or debt  financings.  Any such
financings may result in dilution to the Company's  then existing  stockholders,
and any  financing,  if available  at all, may not be on terms  favorable to the
Company.  There  can be no  assurance  that the  Company  will be able to obtain
needed  financing or that the terms of such  financing  will be favorable to the
Company. If adequate funds are not available,  there would be a material adverse
effect on the Company's ability to continue as a going concern.                 

         Reliance on New Key  Personnel/Need for Additional  Personnel.  In July
1998,  the Company made major  changes in key  personnel.  Thomas S. Dreaper was
hired as president and chief executive  officer,  replacing Ronald I. Bishop. In
addition,  Robert O. Andersen, Jr. was hired as executive vice president,  sales
and  marketing.  The Company  also  relies  heavily,  at  present,  on Robert L.
Stewart,  chairman of the board of directors,  and James Vales,  executive  vice
president,  operations.  The success of the Company will depend upon the ability
of the new key  personnel  to generate  the  revenues  necessary to continue its
operations.  The Company does not have an employment  agreement with any of such
officers  that  commits  them to remain in the  employ  of the  Company  for any
specified  period  of time,  nor does the  Company  currently  hold key man life
insurance policies on any of such persons. While the Company will hire and train
others to assist them,  should any of such  officers  become  unable to serve or
leave the  Company  in the near  future,  such an event  would  have a  material
adverse effect on the Company.  The ability of the Company to generate  revenues
in the  future  will  depend in part on its  success  in adding  and  managing a
significant number of management, research and product development,  operations,
marketing,  sales and sales support personnel. Due to the level of technical and
marketing  expertise  necessary  to support  and market  the  Company's  service
offerings, the Company must attract and retain highly qualified and well trained
personnel.  There are a limited  number of persons with the requisite  skills to
serve  in these  positions  and it may  become  increasingly  difficult  for the
Company to hire and retain such  personnel.  Competition  for such  personnel is
intense,  and there can be no assurance that the Company will be able to attract
and retain such personnel.                                                      

         Competition.  The Company's business is extremely competitive.  Many of
the Company's competitors have greater market recognition and greater financial,
technical,  marketing  and human  resources  than the  Company.  There can be no
assurance that the Company will be able to compete successfully against existing
companies or new entrants to the  marketplace.  Furthermore,  the development by

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competitors  of new  or  improved  products  and  technologies  may  render  the
Company's  services or proposed  services  obsolete or less  competitive,  which
could have a material adverse effect on the Company.                            

         Competitive Market for Technical  Personnel.  The future success of the
Company will depend to a significant extent on its ability to attract, train and
motivate skilled software  engineers and other software  professionals  with the
skills to keep pace with  continuing  changes in  software  evolution,  industry
standards and technologies,  and client  preferences.  The Company believes that
there is a shortage of, and significant  competition for, such personnel.  There
can be no assurance that the Company will be successful in hiring such personnel
as and when needed by the Company.                                              

         Technological Obsolescence. The market in which the Company operates is
characterized  by extensive  research and  development  and rapid  technological
change,  resulting in  relatively  short life cycles for the  Company's  service
offerings.  Development  by others of new or  improved  products,  processes  or
technologies  may make the Company's  services or proposed  services or products
obsolete or less competitive. The Company will be required to devote substantial
efforts and financial  resources to enhance its existing services and to develop
new services or products.                                                       

         Potential Contract  Liability.  Conversion services as complex as those
offered by the Company,  especially  solutions addressing the year 2000 problem,
involve key aspects of its clients'  computer  systems.  A failure in a client's
system  could  result in a claim for  substantial  damages  against the Company,
regardless  of the  Company's  responsibility  for  such  failure.  The  Company
attempts  to limit  contractually  its  liability  for  damages  resulting  from
negligent  acts,  errors,  mistakes or omissions  in providing  its products and
services.  However,  there can be no assurance that the limitations of liability
set forth in its contracts would be enforceable or would  otherwise  protect the
Company  in the  event of such a claim.  The  Company  does not  currently  have
insurance to cover potential liabilities resulting from such claims. The Company
has in  the  past  encountered  difficulties  while  performing  its  conversion
services, and there can be no assurance that the Company will not encounter such
difficulties in the future.  The successful  assertion of such a claim or claims
against the Company could have a material  effect upon the  Company's  business,
financial condition,  results of operations,  and reputation,  and regardless of
outcome,  result in  substantial  cost to the  Company  and divert  management's
attention from the Company's operations.                                        

         Software Errors or Bugs. The Company's  software products and tools are
highly  complex and  sophisticated  and could from time to time  contain  design
defects or  software  errors  that  could be  difficult  to detect and  correct.
Errors,  bugs or viruses  may  result in loss of or delay in market  acceptance,
failure in a client's system, or loss or corruption of client data. Although the
Company has not experienced material adverse effects resulting from any software
defects or errors, to date, the Company has had only limited commercial business
exposure with its products,  and there can be no assurance  that errors will not
be found in the Company's current or future products,  which errors could have a
material  adverse effect upon the Company's  business,  financial  condition and
results of operations.                                                          

         Year 2000. The Company's  review of its own operating  systems does not
indicate any Year 2000  problems.  There can be no assurance  that the Year 2000
issue can be resolved by third parties such as banks, electric,  water and phone
utility companies prior to the upcoming change in century.  Although the Company
may incur costs  resulting  from  increased  charges by such third party service
providers  resulting from the impact of Year 2000 issues and related  corrective
efforts, the liklihood or amount of such costs is too speculative to estimate at
this time.                                                                      

         Intellectual  Property.  The Company's  ability to compete  effectively
depends  in part  on its  ability  to  protect  its  proprietary  rights  in its
software,  technology and other proprietary information  ("Intellectual Property
Rights").  The Company relies primarily upon confidentiality  procedures,  trade
secrets and trademark and trade name laws to protect its  Intellectual  Property
Rights.  The Company generally enters into  confidentiality  agreements with its
customers,  key  employees  and marketing  partners,  and generally  attempts to
control access to its technology,  software and other  proprietary  information.
Despite  these  precautions,  it may be possible for  competitors,  customers or
other  unauthorized  third  parties  to copy all or  portions  of the  Company's
products,  reverse engineer, obtain and use information that the Company regards
as proprietary,  or design around the Company's                                 

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proprietary  rights.  Although  the Company  intends to defend its  Intellectual
Property,  there can be no  assurance  that the steps  taken by the  Company  to
protect  against its  misappropriation  will be adequate,  or that the Company's
competitors will not independently  develop  technologies that are substantially
similar, equivalent or superior to those developed or planned by the Company.   

         The  Company  has  filed a patent  application  covering  its year 2000
(ConSyGen 2000) conversion toolset. However, there can be no assurance that such
application  will  result in the issue of any  patent,  or that if issued,  such
patent will provide  substantial  protection for the Company.  In addition,  the
Company understands that certain of its competitors have announced the filing of
patent  applications  relating  to fixing the year 2000  problem.  Although  the
Company  believes that its software does not infringe on the proprietary  rights
of others and has not  received  any  written  notice of  claimed  infringement,
because of the rapid technological development of the computer industry, certain
of the Company's  technologies could infringe on existing  proprietary rights of
third parties,  and the Company  believes that such risk may be increased if and
to the extent that  competitors  of the Company are successful in obtaining such
patents or as new and overlapping  processes and methodologies  used in services
of the character  performed by the Company  become more  pervasive.  If any such
infringement  claim is asserted  against the Company,  there can be no assurance
that the  assertion of such claims will not result in  litigation,  or that that
the Company would prevail in such  litigation or be able to obtain a license for
the use of any infringed intellectual property on commercially reasonable terms,
if at all. Alternatively, in such event, the Company might be required to modify
the  alleged  infringing  technology,  and  there can be no  assurance  that the
Company would be able to do so in a timely  manner,  upon  acceptable  terms and
conditions or at all. Furthermore, any infringement claim or litigation, whether
by or against the Company, and regardless of outcome,  could involve substantial
cost to the  Company  and  divert  management's  attention  from  the  Company's
operations.  For the foregoing reasons, any infringement claim by or against the
Company  could have a  material  adverse  effect  upon the  Company's  business,
financial condition and results of operations.                                  

         Controlling  Shareholder.  Robert L. Stewart, the chairman of the board
of directors of the Company,  currently owns, beneficially,  7,437,000 shares of
the Common Stock of the Company,  or approximately  48.3% of the total number of
shares of the Company's Common Stock presently  outstanding.  As a result of his
share  ownership and position as chairman of the  Company's  board of directors,
Mr. Stewart may be deemed to be a controlling person of the Company and may have
the ability,  as a practical  matter,  to elect the  Company's  directors and to
determine  the outcome of  corporate  actions  requiring  shareholder  approval,
irrespective of how other shareholders may vote. This concentration of ownership
may have the  effect  of  delaying  or  preventing  a change in  control  of the
Company. See "Selling Security Holders."                                        

         No Anticipated  Dividends.  The Company has not paid any cash dividends
on its  capital  stock  since  its  inception  and  does not  intend  to pay any
dividends  in the  foreseeable  future.  Although  the  Company  has not had any
earnings to date, the Company  intends to retain any future  earnings for use in
its business operations.                                                        

             Limited  Trading  Market;  Nasdaq  Listing.  There is  currently  a
limited  public market for the Common Stock of the Company.  Effective  April 9,
1998, the Company's  common stock  qualified for trading on the Nasdaq  SmallCap
Market.  Previously,  it had been quoted on the over-the-counter Bulletin Board.
However,  there can be no assurance that the Company's  Common Stock will remain
qualified  under the Nasdaq  rules for  trading on the Nasdaq  SmallCap  Market.
Under the rules currently in effect,  the Company's  qualification is subject to
revocation if the minimum bid price for the Company's  common stock as quoted on
the Nasdaq  SmallCap Market drops to less than $1.00 per share for a consecutive
period of 30 days or more and fails to reach such $1.00 level for a  consecutive
period of at least 10 days within the 90 day period after it has received notice
from Nasdaq of the minimum price qualification  deficiency,  and unless tangible
net assets exceed a total of $2,000,000.  Although the minimum bid price and net
tangible  asset  criteria for  qualification  of the Company's  common stock for
trading  on the Nasdaq  SmallCap  Market  have been met by the  Company to date,
there can be no  assurance  that such  criteria  will  continue to be met in the
future.  As at August 17, 1998,  the closing bid price of the  Company's  common
stock as quoted on the Nasdaq SmallCap Market was $1.50 per share.  See also the
Financial  Statements of the Company  included in the Company's Annual Report on
Form 10K for the fiscal year ended May 31, 1998                                 

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incorporated  by reference  herein (See  "Incorporation  by Reference of Certain
Documents").  In light of the limited  trading  market for the Company's  common
stock,  the sale of a small number of shares could cause the quoted price of the
common stock to drop dramatically.  Due to the volatility of the market price of
the Company's common stock, an investor may not be able to dispose of the common
stock without losing all or a substantial  portion of its investment.  See "Risk
Factors - Shares Eligible for Future Sale."                                     

         Effect of Delisting from Nasdaq. Should the Company's common stock fail
to meet the criteria for continued  listing on Nasdaq,  trading in the Company's
common  stock  would have to be  conducted  on the  non-Nasdaq  over-the-counter
market.  In such event,  an investor could find it more difficult to trade in or
obtain accurate quotations as to the market price of the Company's common stock.
In addition,  non-Nasdaq equity  securities  trading under $5.00 per share which
fail to meet certain minimum net tangible asset or average revenue  criteria are
subject  to the  requirements  of the rules  relating  to "Penny  Stocks"  under
Section  15(g)  of  the  Exchange  Act,  which  impose   additional   disclosure
requirements  upon broker dealers in connection  with any trades  involving such
stock.  Such securities may also become subject to Rule 15g-9 under the Exchange
Act,  which imposes  certain sales  practice  requirements  upon  broker-dealers
involving the suitability of customers to buy the stock. The additional  burdens
imposed upon broker-dealers  should the Company's common stock become subject to
such  requirements  could  discourage  them from effecting  transactions  in the
Company's common stock and/or affect their ability to effect such  transactions.
In such event,  the market  liquidity  of the  Company's  common  stock could be
materially adversely affected.                                                  

         Potential Application of Certain Terms of Convertible  Debentures.  The
Convertible Debentures are convertible into Common Stock at a price equal to the
lesser of  $4.8818  per  share or 80% of the  average  closing  bid price of the
Company's  common stock for the 5 day trading period  immediately  preceding the
conversion  date.  Under the  terms of the  Convertible  Debenture  Subscription
Agreement,  if the total  number  of  shares  issuable  upon  conversion  of the
Debentures,  plus the shares  issuable  pursuant to the Warrants,  including the
warrants  issued to finders (an aggregate of 115,000  Warrant  Shares),  exceeds
3,051,929  shares  or  (19.9% of the  15,336,328  shares of common  stock of the
Company  outstanding  at May 29,  1998,  the  closing  date  of the  sale of the
Convertible  Debentures),  then the  Company is required  immediately  to call a
stockholders  meeting for the purpose of  approving  below  market  issuances of
Common Stock upon  conversion of the Debentures in excess of 2,936,929  shares (
3,051,929  shares  less the 115,000  Warrant  Shares).  If such  proposal is not
ratified,  the  Company is  required to apply for a waiver from Nasdaq to permit
such  issuances;  and if the Company is unable to obtain a waiver within 20 days
of its application, the Company is required, at its option, either to (i) delist
the Company's  common stock from the Nasdaq  SmallCap  market and include it for
quotation on the  over-the-counter  Bulletin Board or (ii) pay to the Holders of
the Convertible  Debentures,  in cash, the "Economic  Benefit" of that number of
shares exceeding  2,936,929 shares that would have been issuable upon conversion
of the  Debentures  in the absence of the  foregoing  restrictions  (the "Excess
Shares").  The "Economic Benefit" is defined in the Subscription Agreement as an
amount equal to the number of Excess Shares  multiplied  by the average  closing
bid price of the  Company's  common stock for the 5 trading days  preceding  the
10th trading day after the above-mentioned stockholders meeting, and is required
to be paid within 30 day after such 10th trading day.                           

          The effect of the foregoing provisions is that if, at the end of any 5
day trading period,  the average closing bid price of the Company's common stock
for such period is lower than $1.4897 per share,  the number of shares  issuable
upon  conversion of the Debentures  will exceed  2,936,929  shares.  The average
closing bid price of the  Company's  common  stock for the 5 day trading  period
ending on August  17,  1998 was  1.4375.  Based upon such  price,  the number of
shares of Common Stock issuable upon conversion of the Convertible Debentures is
3,043,478 shares, or 106,549 Excess Shares. The Company has not yet called for a
stockholders meeting as required by the terms of the Convertible  Debentures and
is unable to predict  at this time the  consequences  that may  result  from the
application of the provisions of the Convertible  Debentures  relating to Excess
Shares.                                                                         

         Shares Eligible for Future Sale. Sales of substantial amounts of Common
Stock in the public market,  or the perception that such sales may occur,  could
adversely  affect  the  prevailing  market  price  of  the  Common  Stock.  Upon
completion of this offering,  and assuming (i) the conversion of the Convertible
Debentures  into the maximum  number of shares  into which they are  convertible
(based upon the assumption  herein that such debentures are converted in full on
August 18, 1998),                                                               
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(ii) the  issuance  of the maximum  number of shares  payable as interest on the
Convertible  Debentures,  and (iii) the exercise of the Warrants for the maximum
number of shares listed herein as offered by the holders of such  warrants,  the
Company will have  approximately  18,925,167 shares of common stock outstanding.
Of those shares, approximately 10,667,915 shares will be freely tradable without
restriction under the Securities Act of 1933, as amended (the "Securities Act"),
and  approximately  8,110,585  shares  will be  eligible  for sale in the public
market upon  completion  of this Offering or  thereafter  without  registration,
subject to certain volume and other limitations,  pursuant to Rule 144 under the
Securities  Act.  The  balance of  146,667  shares  have been  issued for future
services,  and the Company is obligated to register such shares if and when such
services are performed. In addition, there are currently outstanding warrants to
purchase  300,000  shares of Common Stock which are not included in the Offering
herein,  all  of  which  warrants  are  currently  exercisable,   and  currently
outstanding  options to  purchase  3,518,664  shares of Common  Stock,  of which
1,451,000  are  currently  exercisable.  In  April  1998  the  Company  filed  a
registration  statement  on  Form  S-8  registering  3,500,000  shares  issuable
pursuant to its Non-Qualified  Stock Option Plans. The sale in the public market
of any portion of such shares of Common Stock of the Company issued  pursuant to
the exercise of conversion,  warrant or option rights, or the sale in the public
market of restricted common stock of the Company pursuant to Rule 144 may have a
material  adverse effect on the market price of the Company's  common stock. See
"Risk Factors - Limited Trading Market." The sale of such shares may also have a
material adverse effect on the Company's ability to raise needed capital.       

 USE OF PROCEEDS

Of the  estimated  7,056,669  shares  of Common  Stock  offered  by the  Selling
Security  Holders,  (i) an estimated  5,004,842  shares are being offered by the
holders of the Convertible Debentures upon conversion of $3,500,000 in principal
amount of such  debentures  (including  Warrant Shares issuable upon exercise of
Warrants  issued  to them and to  finders  in  connection  with the sale of such
debentures),  (ii) a maximum of 100,000  shares are being offered by the holders
of  Warrants  (other  than the  Warrant  holders  described  in (i) above)  upon
exercise of such Warrants,  and (iii) the balance of 1,951,827  shares are being
offered by certain selling  stockholders.  See "Selling  Security  Holders." The
Company  will  receive no  proceeds  from the sale of the Common  Stock  offered
hereby by the  Selling  Security  Holders.  The effect  upon the  Company of the
conversion of the Convertible Debentures will be the discharge of long term debt
in the  amount of  $3,500,000  (assuming  that the  Convertible  Debentures  are
converted in full into common stock of the Company); the effect upon the Company
of the payment of shares of Common  Stock in lieu of cash  interest  will be the
discharge of accrued  interest  obligations in the aggregate  amount of $420,000
(assuming  that the  Company  elects to pay such  interest  in full in shares of
Common Stock of the Company for the 2 year period ended  August 31,  2000);  and
the  Company  will  receive a maximum of  $1,061,407  from the  Warrant  holders
described in (i) and (ii) above  (assuming  that such  Warrants are exercised to
purchase the maximum number of shares  purchasable  upon the exercise  thereof).
The proceeds  received by the Company upon the exercise of the Warrants  will be
used for working capital.                                                       
 THE COMPANY

             The following summary  information about the Company should be read
in conjunction with the more detailed information contained in Part I, Item 1 of
the Company's Annual Report on Form 10-K for the year May 31, 1998  incorporated
herein by reference (See "Incorporation by Reference of Certain Documents").    

             ConSyGen,  Inc.,  a  Texas  corporation   ("ConSyGen-Texas'),   was
incorporated on September 28, 1988 as C-Square Ventures, Inc. ConSyGen-Texas was
formed  for the  purpose of  obtaining  capital  in order to take  advantage  of
domestic and foreign business  opportunities  which might have profit potential.
On March 16, 1989,  ConSyGen-Texas  (then C Square Ventures,  Inc.) completed an
initial  public  offering.  On  September  5,  1996,  ConSyGen-Arizona  became a
wholly-owned  subsidiary of ConSyGen-Texas in a transaction treated as a reverse
acquisition   (purchase),   with   ConSyGen-Arizona   as   the   acquiring   and
ConSyGen-Texas as the acquired company.  ConSyGen-Texas and ConSyGen-Arizona are
herein collectively referred to as the "Company."                               

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             The  Company's   business   consists  solely  of  the  business  of
ConSyGen-Arizona.                                                               

             In 1991,  in response to growing  business  demand for migration of
older  software   applications   from  mainframe   computers  to  open  systems,
ConSyGen-Arizona  commenced development of a fully-automated capability to allow
clients to move software  applications  from  mainframes to open systems,  while
simultaneously  performing  migration to  alternative  databases  and  providing
replacement of existing languages  (primarily,  COBOL). This process, also known
as "down-sizing" or "re-hosting," was designed to move application software from
expensive,  inflexible,  proprietary  mainframe  computers  to  newly-available,
lower-cost   open-system   computers,   thereby   opening   up  more   effective
environments,  while  substantially  reducing operating costs. After significant
research and development,  an automated  software  conversion toolset - ConSyGen
ConversionSM - was completed.                                                   

             Full automation of this otherwise-manual process eliminates most of
the manual conversion tasks,  thereby reducing effort,  time and expense,  while
improving accuracy and reducing testing requirements.                           

             In early  1996,  ConSyGen-Arizona  began  to  expand  the  existing
conversion  capability to deal specifically with the Year 2000 problem;  that is
the   inability  of  a  software   application   to  recognize  the  Year  2000.
ConSyGen-Arizona's  objective was to develop a fully  automated  process for the
identification  and  correction of date  occurrences  in software  applications.
Prior to the fiscal year ended May 31, 1998,  the  Company's  Year 2000 toolset,
which  provides  automated  date  conversions,  had been  utilized only in pilot
(non-revenue  generating)  projects.  During the fiscal year ended May 31, 1998,
although still under development, the Company's ConSyGen 2000SM toolset has been
used to complete  several  revenue  generating  Year 2000  conversion  projects.
Automation of the process by which  software is made compliant for the Year 2000
and beyond,  as compared  with a manual  process,  offers the benefits of speed,
accuracy,  reduced  staffing,  time  and  cost;  and  higher  confidence  in the
delivered result.  Client staff involvement is reduced to project-related  tasks
(such  as  test  planning),  and  to  confirmation  of  some  date  origins  and
cross-references in the software.                                               

             Although the Company completed several revenue generating Year 2000
conversion  projects  during the  fiscal  year  ended May 31,  1998,  it has not
completed a revenue  generating  migration project since 1995. During the past 2
years, substantially all of the Company's sales efforts have been devoted to the
marketing and provision of services related to its ConSyGen 2000 toolset,  while
the focus on the ConSyGen  Conversion  toolset has been on further  development,
with  the   objective  of  extending   its  coverage  to  include  new  hardware
environments.  Such further  development and extension of the Conversion toolset
is  necessary,  as the  toolset  was limited in  application  to  Honeywell/BULL
systems.                                                                        

             Marketing  of the  Company's  products  is  performed  by  ConSyGen
directly,  through selected teaming partners, and through a sales representative
program.  Although  the  Company is actively  marketing  its  ConSyGen  2000 and
ConSyGen  Conversion  toolsets,  the Company,  to date,  has not  generated  any
significant  revenue  from  either its  ConSyGen  2000  toolset or its  ConSyGen
Conversion toolset, or otherwise.                                               

SELLING SECURITY HOLDERS

             The following table sets forth, as of August 10, 1998,  information
regarding  the  beneficial  ownership  of shares of Common  Stock by the Selling
Security  Holders,  and the  number of  shares  offered  herein by such  Selling
Security  Holders.  Reference  is  made  to the  footnotes  to the  table  for a
description of any position,  office or other material relationship known to the
Company (based upon information  furnished by the Selling Security Holders) that
any Selling  Security Holder has had with the Company or any of its predecessors
or affiliates (persons controlling, controlled by, or under common control with,
the Company) within the past 3 years.                                           

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                              Beneficial Ownership                         Beneficial Ownership  
                             Prior to Offering (1)                          After Offering (5)   
                             ---------------------                          ------------------   
     Name and Address               Number          Number of Shares    Number         Percentage
   of Beneficial Owner*           of Shares           Being Offered    of Shares       Ownership 
   --------------------           ---------           -------------    ---------       --------- 

                                                                                                 
Dominion Capital Fund, Ltd.     765,565 (2)(3)       3,210,866 (3)(4)                            

Canadian Advantage                                                                               
  Limited Partnership           209,781 (2)(3)         356,493 (3)(4)                            

Sovereign Partners Limited                                                                       
  Parnership                    765,565 (2)(3)       1,427,483 (3)(4)                            

  A.B. Phoenix, Inc.              1,666 (6)              5,000 (6)(7)                            

Ganesh Asset Management           1,666 (6)              5,000 (6)(7)                            

Irvington International (8)     100,000                100,000                                   

Martin E. Janis & Company,                                                                       
Inc. (9)                         30,000                 20,000                                   

Robert L. Stewart (10)        7,437,000                871,390                                   
c/o ConSyGen, Inc.                                                                               
125 S. 52nd Street                                                                               
Tempe, AZ 85044                                                                                  

Leslie Stewart (11)              66,552                  1,302                                   

Ming Sum Yeung (12)             190,000                190,000                                   

Wor Foon Yeung (13)             170,000                170,000                                   

Shu Kin Yeung (14)               40,000                 40,000                                   

Yuen Chi Kan (15)               120,000                120,000                                   

Joseph and frank Ciolli          46,000                 16,000                                   

Kevin C. Baer                   183,400                  2,000                                   

Robert H. and Delores            15,000                 15,000                                   
  M. Goldsmith                                                                                   

Amertech International           11,000                 11,000                                   
Corp.                                                                                            

Irvington International                                                                          
Limited (16)                     23,600                  3,600                                   

Michael Block (17)                9,000                  3,300                                   

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                         Beneficial Ownership                     Beneficial Ownership     
                        Prior to Offering (1)                      After Offering (5)      
                        ---------------------                     ------------------       
                               Number          Number of Shares   Number         Percentage
           Name              of Shares           Being Offered   of Shares       Ownership 
           ----              ---------           -------------   ---------       --------- 

                                                                                           

GFS, Inc. (18)                 18,900              18,900                                  

COFEP, S.A.                    10,000              10,000                                  

Rabobank (Switzerland)        152,000             152,000                                  

Dominick company AG            28,500              28,500                                  

Pat Finance AG                 63,000              63,000                                  

Cedar Globe Hedge Fund          5,000               5,000                                  

Remaco Invest AG              200,000             200,000                                  

Tom Warner                     26,381               6,381                                  

Harvey Dietrich                 4,454               4,454                                  


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

*    Address provided for beneficial owners of more than 5% of the Common Stock.

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(1)  The number of shares beneficially owned is based upon information  provided
     by the Selling Security  Holders and determined under rules  promulgated by
     the Securities and Exchange Commission,  and is not necessarily  indicative
     of beneficial ownership for any other purpose. Under such rules, beneficial
     ownership  includes any shares as to which the Selling  Security Holder has
     sole or shared voting power or investment power or has the right to acquire
     within 60 days of August 10, 1998 through the exercise of any stock option,
warrant or other right (including conversion rights).                 

(2)  The  Subscription  Agreement  relating  to the  sale  of the  Company's  6%
     Convertible  Debentures  prohibits  the  conversion  of  any  portion  of a
     debenture  which would  result in the holder  being  deemed the  beneficial
     owner of 4.99% or more of the issued and  outstanding  common  stock of the
     Company.  Accordingly,  the shares of Common  Stock  shown as  beneficially
     owned by each holder of the Convertible  Debentures  represents the maximum
     number of such shares which,  together with the Warrant Shares allocable to
     such  holder  (see  the  next  sentence),  is less  than  the  4.99  limit,
     determined  at August 18, 1998, as provided in the  Subscription  Agreement
     (the  Convertible  Debentures  are  convertible  in full,  subject  to such
     restriction,  by September  25,  1998).  Also  included are 35,000 out of a
     total of 105,000  shares of Common  Stock  issuable  upon the  exercise  of
     Common  Stock  Purchase  Warrants to purchase  Common  Stock at $4.8818 per
     share issued to the holders of the Convertible Debentures concurrently with
     the sale of the Convertible  Debentures  (Warrants  covering the balance of
     70,000 shares are not exercisable  within 60 days of August 10, 1998).  The
     Company has been advised by the holders of the Convertible  Debentures that
     they are not  acting in  concert  and  interpret  the  foregoing  ownership
     restriction  as  applicable  to each holder of the  Convertible  Debentures
     individually.  Based upon the  information  furnished to the Company by the
     holders of the Convertible  Debentures such holders have no relationship to
the Company except as investors.                                      

(3)  The terms of the  Convertible  Debentures  provide for a  conversion  price
     equal to the lesser of $4.8818 per share or 80% of the average  closing bid
     price  of  the  Company's  common  stock  for  the  5  day  trading  period
     immediately  preceding the  conversion  date; and provide that the price of
     the  Company's  common stock for purposes of  calculating  interest paid in
     shares of such common  stock is to be 90% of the average  closing bid price
     of such stock during the 5 day period  immediately  preceding  the interest
     payment date.  Solely for the purpose of setting forth in this Prospectus a
     number of shares of Common  Stock  beneficially  owned and to be offered by
     the holders of the Convertible Debentures,  the conversion date is fixed as
     August 18, 1998, and the conversion  price is fixed at $1.15 per share, 80%
     of $1.4375, the average closing bid price of the Company's common stock for
     the 5 day trading period ended August 17, 1998. The actual conversion price
     and number of shares issuable upon conversion of the Convertible Debentures
     will depend upon the date or dates of such conversion,  and upon the effect
     upon  the  conversion  rights  of  certain  restrictions  contained  in the
     Subscription Agreement relating to the sale of the Convertible  Debentures,
     and could  therefore be materially  different  from the price and number of
     shares set forth  above,  depending  on factors that cannot be predicted by
     the Company,  including, among other things, the future market price of the
     Company's  common stock  (provided  that the price per share cannot  exceed
     $4.8818 and the number of shares of Common Stock into which the Convertible
     Debentures  can be  converted  cannot be less  than  716,948  shares).  See
     footnote  (2)  above  and  "Risk  Factors-Limited  Trading  Market;  Nasdaq
     Listing; Effect of Delisting from Nasdaq;  Potential Application of Certain
Terms of Convertible Debentures; and Shares Eligible for Future Sale."

(4)  Includes the  allocated  portion of (i) an  aggregate of 4,565,217  shares,
     constituting  150% of the total number of shares of Common Stock  estimated
     to be issued upon  conversion of the Company's 6%  Convertible  Debentures,
     based upon the number of such  shares that would be issuable if the holders
     of the Convertible  Debentures had converted the entire principal amount of
     such  debentures  on August 18,  1998 (see  footnote  (3)  above);  (ii) an
     aggregate of 324,625  shares of Common Stock  issuable at the option of the
     Company in lieu of cash  interest  payable  quarterly to the holders of the
     Convertible  Debentures  during the 2 year period  ended  August 31,  2000,
based                                                                 
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     upon an assumed price for the Company's  common stock of $1.4375 per share,
     the same price used in the calculation of the number of shares set forth in
     (i) above and upon the assumption that the Company elects to pay the entire
     amount of  interest  due during the period in shares of Common  Stock;  and
     (iii) an aggregate  of 105,000  shares of Common  Stock  issuable  upon the
     exercise of Common  Stock  Purchase  Warrants to purchase  Common  Stock at
     $4.8818  per share  issued  concurrently  with the sale of the  Convertible
     Debentures.  The Registration Rights Agreement executed in conjunction with
     the sale of the Convertible Debentures,  as amended,  requires, among other
     matters,  that the number of such  shares  designated  in the  registration
     statement of which this  Prospectus  is a part to be offered by the holders
     of the Convertible  Debentures be not less than 150% of the total number of
     shares of Common  Stock that would be required to be issued to such holders
     if  all  such  shares  were  issued  the  day  before  the  filing  of  the
registration statement.                                               

(5)  Because the decision of whether or how many shares  offered by each Selling
     Security  holder  pursuant to this Prospectus are to be sold is in the sole
     discretion of such Selling Security Holder,  no estimate can be given as of
     the date of this  Prospectus  as to the number of such  shares that will be
     sold or of the  number or  percentage  of  shares  of  common  stock of the
     Company that will be beneficially  owned by such Selling  Security  Holders
after completion of this offering. See "Plan of Distribution."        

(6)  Represents  allocated  portion of 3,333 shares  issuable  upon  exercise of
     Common  Stock  Purchase  Warrants to purchase  Common  Stock at $4.8818 per
     share  issued to finders in  connection  with the sale of the  Company's 6%
     Convertible  Debentures  (Warrants covering the balance of 6,667 shares are
not exercisable within 60 days of the date of this Prospectus).       

(7)  Represents  allocated portion of 10,000 shares purchasable upon exercise of
     the  Warrants  issued  to  finders  in  connection  with  the  sale  of the
Convertible Debentures.                                               

(8)  Represents shares of Common Stock issuable upon the exercise of immediately
     exercisable  Common  Stock  Purchase  Warrants to purchase  Common Stock at
$5.00 per share issued to a consultant.                               

(9)  Represents shares issued in exchange for public relations services.        

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(10) Includes  (i)  6,437,000  shares owned of record by The Loreto F. Stewart &
     Robert L. Stewart  Family Trust,  a trust of which Robert L. Stewart is the
     sole trustee and (ii)  1,000,000  shares  owned of record by GEO Co., Ltd.,
     which is controlled by Robert L. Stewart through his equity ownership,  and
     with respect to which Mr. Stewart shares voting and investment  power.  Mr.
     Stewart is Chairman of the Board of Directors and a  controlling  person of
the Company. See "Risk Factors - Controlling Shareholder."            

(11) Includes  1,302 shares of Common Stock issued to Mr.  Stewart in payment of
     $10,609 in indebtedness  owing to Mr. Stewart by the Company and options to
purchase 65,250 shares of Common Stock, exercisable within 60 days.   

(12) Includes 100,000 shares purchased in a private  transaction from the Loreto
     F. Stewart and Robert L. Stewart  Family Trust,  of which Robert L. Stewart
is sole trustee.                                                      

(13) Includes 50,000 shares  purchased in a private  transaction from the Loreto
     F. Stewart and Robert L. Stewart  Family Trust,  of which Robert L. Stewart
is sole trustee.                                                      

(14) Includes 30,000 shares  purchased in a private  transaction from the Loreto
     F. Stewart and Robert L. Stewart  Family Trust,  of which Robert L. Stewart
is sole  trustee.                                                     

(15) Includes 120,000 shares purchased in a private  transaction from the Loreto
     F. Stewart and Robert L. Stewart  Family Trust,  of which Robert L. Stewart
is sole trustee.                                                      

(16) Represents  3,600  shares  issued as a finder's  fee in  connection  with a
financing transaction.                                                

(17) Represents 3,300 shares issued to Mr. Block as a finder's fee in connection
with a financing transaction.                                         

(18) Represents  18,900  shares  issued  to  GFS,  Inc.  as a  finder's  fee  in
connection with a financing transaction.                              

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PLAN OF DISTRIBUTION

             Pursuant  to  the  Registration   Rights   Agreement   executed  in
conjunction  with the  sale of the  Company's  6%  Convertible  Debentures,  the
Company agreed to maintain the  effectiveness of the  registration  statement of
which this  Prospectus  is a part until the  earlier of (i) the date that all of
the Common Stock underlying the Convertible  Debentures and related Warrants are
sold  pursuant  to such  registration  statement  or (ii) the  date the  holders
thereof  receive an opinion of counsel that all of such  securities  may be sold
pursuant to Rule 144, or (iii) May 29, 2003.                                    

             All shares  registered  hereby are offered by the Selling  Security
Holders.  The Shares may be offered by the Selling  Security  Holders,  in their
discretion,  from time to time, in ordinary  brokerage  transactions  (which may
include block  transactions)  on the Nasdaq  SmallCap  Market or  otherwise,  in
negotiated transactions, through a combination of such methods, or otherwise, at
market  prices  prevailing at the time of sale,  or at  negotiated  prices.  The
Selling Security  Holders may effect such  transactions by selling the Shares to
or  through  broker-dealers,  who  may  receive  compensation  in  the  form  of
discounts,  concessions or commissions  from the Selling Security Holders and/or
the purchasers of the Shares for whom such  broker-dealers  may act as agents or
to whom  they may  sell as  principals,  or both  (which  compensation,  as to a
particular broker-dealer might be in excess of customary commissions).          

             The Selling Security  Holders and any  broker-dealers,  agents,  or
underwriters   that  participate  with  the  Selling  Security  Holders  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the  Securities  Act. Any  commissions  paid or any discounts or  concessions
allowed  to any such  persons,  and any  profits  received  on the resale of the
Shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act.                                             

             The  Company  will not receive  any  proceeds  from the sale of the
Shares by the  Selling  Security  Holders.  The  Company  has agreed to bear all
expenses of registration  of the Shares  (excluding fees and expenses of counsel
to the Selling Security  Holders).  Any commissions,  discounts,  concessions or
other fees, if any, payable to broker-dealers in connection with the sale of the
Shares will be borne by the Selling  Security  Holders  selling such Shares.  In
addition,  the Company has agreed to  indemnify  the holders of the  Convertible
Debentures against certain losses, claims,  damages sand liabilities,  including
liabilities under the Securities Act.                                           

             Notwithstanding   the  registration  of  the  Shares,  the  Selling
Security Holders have no obligation to sell any portion or all of the Shares.   

 LEGAL MATTERS

             The validity of the Shares  offered  hereby will be passed upon for
the Company by Paul Rosier, of Phoenix, Arizona.                                

 EXPERTS

  The financial  statements of ConSyGen,  Inc.  included in the Company's Annual
Report  on Form  10-K for the year  ended  May 31,  1998,  and  incorporated  by
reference in this Prospectus have been audited by Wolinetz,  Gottlieb & Lafazan,
P.C.,  independent  accountants,  as stated in their  report  appearing  in such
annual  report (which report  expresses an  unqualified  opinion and includes an
explanatory  paragraph referring to the Company's ability to continue as a going
concern because the Company has incurred  substantial  losses), and have been so
incorporated  by reference  in reliance  upon the report of such firm given upon
their authority as experts in auditing and accounting.                          

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

     The  following  table sets forth the  various  expenses  to be  incurred in
connection  with the sale and  distribution of the securities  being  registered
hereby,  all of which  will be borne  by the  Company.  All  amounts  shown  are
estimates except the Securities and Exchange Commission registration fee.       

SEC Registration Fee .........................................           $ 2,395
Blue Sky Fees and Expenses ...................................                NA
Transfer Agent and Registrar Fees ............................                NA
Accounting Fees and Expenses .................................             5,000
Legal Fees and Expenses of the Company .......................            20,000
Printing .....................................................                NA
Miscellaneous ................................................            10,000
                                                                         =======
Total ........................................................           $37,395

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

             The  Company's   Articles  of  Incorporation,   as  amended,   (the
"Articles"),  and By-Laws eliminate, subject to certain exceptions, the personal
liability of directors to the Company or its  stockholders  for monetary damages
for breaches of fiduciary  duties as directors to the extent  permitted by State
law.  The  Articles  and By-Laws do not provide  for the  elimination  of or any
limitation on the personal  liability of a director for intentional  misconduct,
or in  situations  where a director  is found not to have acted in good faith or
where  liability is  prescribed  by law.  These  provisions  of the Articles and
By-Laws  may limit  the  remedies  available  to a  stockholder  in the event of
breaches of any director's duties to such stockholder or the Company.           

             The Company has entered into  indemnification  agreements with each
of the directors and officers.  The indemnification  agreements provide that the
Company will pay certain amounts incurred by a director or officer in connection
with any civil or  criminal  action or  proceeding  and  specifically  including
actions  by or  in  the  name  of  the  Company  (derivative  suits)  where  the
individual's  involvement  is by reason of the fact that he is or was a director
or officer.  Such  amounts  include,  to the maximum  extent  permitted  by law,
attorney's  fees,  judgments,  civil or criminal fines,  settlement  amounts and
other expenses customarily included in connection with legal proceedings.  Under
the  indemnification   agreements,  a  director  or  officer  will  not  receive
indemnification if he is found not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Company.                

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ITEM 16. LIST OF EXHIBITS.                                                      

4.13   Amendment to Subscription  Agreement and  Registration  Rights  Agreement
       used in connection with Sale of Convertible  Debentures  filed as Exhibit
       4.3 to the Company's Annual Report on Form 10K for the year ended May 31,
1998. (1)                                                         

5.2    Opinion of Paul Rosier (1)                                               

23.1   Consent of Paul Rosier  (included in the opinion  filed as Exhibit 5.2 to
this registration statement) (1)                                  

23.2   Consent of Wolinetz, Gottlieb & Lafazan, P.C. (*)                        

24     Power of Attorney (See page II-4 of this registration statement). (1)    

-------------------                                                             
(1)    Filed as an  Exhibit,  with  the  same  Exhibit  number  to  Registrant's
       Registration Statement on Form S-3, File No. 333-61869,  and incorporated
herein by reference.                                              

*      Filed herewith                                                           

ITEM 17. UNDERTAKINGS.                                                          

The undersigned Registrant hereby undertakes:                         

(1)    To file,  during any period in which  offers or sales are being  made,  a
post-effective amendment to this Registration Statement:          

          (i) To include  any  prospectus  required  by section  10(a)(3) of the
securities Act of 1933;                                               

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than 20% change in the maximum  aggregate  offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
effective registration statement;                                     

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
material change to such information in the registration statement;    

     Provided,  however,  that paragraphs (i) and (ii) above do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the Company  pursuant to section 13 or section  15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
registration statement.                                               

(2)  That,  for the purposes of determining  any liability  under the Securities
     Act of  1933,  each  post-effective  amendment  that  contains  a  form  of
     prospectus shall be deemed to be a new registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.    

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
the offering.                                                         

(4)  The  Company  hereby  undertakes  that,  for  purposes of  determining  any
     liability  under the Securities  Act of 1933,  each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 (and,  where  applicable,  each filing of an  employee  benefit
plan's annual                                                         
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report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.                                                          

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company  pursuant  to the  indemnification  provisions  described
herein,  or  otherwise,  the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.                            

II-3

S-3/A
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SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form S-3 and has duly caused this  Amendment
No.  1 to  its  registration  statement  to be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Phoenix,  State  of
Arizona, on this 29th day of September, 1998.                                   

                    ConSyGen, Inc.

                                By:/s/ Thomas S. Dreaper *
                                       ---------------------------
                               Thomas S. Dreaper
                           President and
                                     Chief Executive Officer

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
this  Amendment  No. 1 to the  Registration  Statement  has been  signed  by the
following persons in the capacities and on the dates indicated.                 

 Signature                   Title                      Date
 ---------                   -----                      ----

    /s/ Robert L. Stewart *    Chairman of the Board          September 29, 1998
----------------------------                                                    
Robert L. Stewart                                                   

   /s/ Thomas S. Dreaper  *    President, Chief Executive     September 29, 1998
----------------------------   Officer and Director                             
Thomas S. Dreaper        (Principal Executive Officer)              

   /s/ Rajesh K. Kapur *       Executive Vice President       September 29, 1998
----------------------------   Chief Financial Officer and                      
Rajesh K. Kapur          (Principal Financial Officer)              

   /s/ John Stephen Kelly      Executive Vice President,      September 29, 1998
----------------------------   Director(Principal                               
John Stephen Kelly       Administrative Officer)                    

* By  /s/ John Stephen Kelly                                                    
------------------------                                                
Attorney-in-fact                                                        

II-4

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
		5/29/03		2		20
		8/31/00		2		17			10QSB,  10QSB/A
Filed on:		9/29/98		1		24
		9/25/98		17
		9/24/98		7					8-K,  DEF 14A
		8/19/98		3					S-3
		8/18/98		2		17
		8/17/98		4		17
		8/11/98		7					10-K
		8/10/98		14		17
		5/31/98		7		22			10-K
		5/29/98		12
		4/29/98		7
		4/9/98		11
		9/5/96		13					8-K,  8-K/A
									List all Filings