SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 5, 1996
CONSYGEN, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Texas 0-17598 76-0260145
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
10201 S. 51st Street, Suite 140, Phoenix, AZ 85044
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(Address of Principal Executive Offices) (Zip Code)
(602) 496-4545
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Registrant's telephone number, including area code
C Square Ventures, Inc., 551 NW 77th Street, Suite 109,
Boca Raton, Florida 33487-1330
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(Former Name or Former Address, If Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 5, 1996, the Registrant acquired all the issued and
outstanding capital stock of ConSyGen, Inc., an Arizona corporation (the
"Acquired Company"), from the stockholders of such corporation, including Robert
L. Stewart, who was then the controlling stockholder of the Acquired Company.
The Acquired Company is engaged in the business of rendering automated software
conversion services, and its assets consist primarily of proprietary software
conversion technology. The Registrant intends to continue to use the assets of
the Acquired Company to render automated software conversion services. In
connection with the acquisition of the Acquired Company, the Registrant issued
an aggregate 13,125,000 shares of its common stock, of which 9,275,000 shares
were issued to the stockholders of the Acquired Company. The number of shares
issued to the stockholders of the Acquired Company in connection with the
acquisition was based upon a determination by the Board of Directors of the
Registrant as to the fair market value of the business of the Acquired Company.
For accounting purposes, the transaction has been treated as a recapitalization
of the Acquired Company, with the Acquired Company being treated as the acquiror
("reverse acquisition").
In connection with the acquisition, the stockholders of the Acquired
Company surrendered 9,275,000 shares of Common Stock, being all the issued and
outstanding capital stock of the Acquired Company, of which 8,187,000 shares
were surrendered by Robert L. Stewart, the former controlling stockholder of the
Acquired Company, who, in connection with the acquisition, acquired control of
the Registrant. The basis of the controlling stockholder's control of the
Registrant is the percentage of the issued and outstanding voting securities of
the Registrant beneficially owned by such person. Following the acquisition, the
former stockholders of the Acquired Company beneficially owned in the aggregate
approximately 69% of the issued and outstanding voting securities of the
Registrant, including 8,187,000 shares owned beneficially by Mr. Stewart (now
the controlling stockholder of the Registrant), which represent approximately
61% of the issued and outstanding voting securities of the Registrant. Carl H.
Canter was the former controlling stockholder of the Registrant, who
relinquished control of the Registrant in connection with the acquisition.
ITEM 2. ACQUISITION OF ASSETS
Please refer to Item 1, Changes in Control of Registrant, for a
description of the transaction in which the Registrant acquired a significant
amount of assets.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. It is impracticable at
this time for the Registrant to file the required financial statements with
respect to the business acquisition described in Item 2 of this Form 8-K. The
Registrant anticipates that the required financial statements will be filed on
or before November 19, 1996.
(b) Exhibits.
Exhibit No. Description of Exhibit
2 Plan of Acquisition
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ConSyGen, Inc..
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(Registrant)
Date: November 18, 1996 /s/ Robert L. Stewart
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Robert L. Stewart
(President)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2 Plan of Acquisition