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) November 22, 1996


                                 CONSYGEN, INC.
                                 --------------
             (Exact Name of Registrant as Specified in Its Charter)


      Texas                      0-17598                        76-0260145
      -----                      -------                        ----------

  (State or Other              (Commission                    (I.R.S. Employer
    Jurisdiction               File Number)                  Identification No.)
 of Incorporation)


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


                                 (602) 496-4545
                                 --------------
               Registrant's telephone number, including area code


          (Former Name or Former Address, If Changed Since Last Report)







ITEM 4.   CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

         On  September  5,  1996,  the  Registrant  acquired  all the issued and
outstanding  capital stock of ConSyGen,  Inc. (the  "Acquired  Company").  On or
around October 21, 1996, Arthur Andersen LLP ("Arthur  Andersen") was engaged to
perform an audit of the  financial  statements  of the Acquired  Company.  On or
around November 22, 1996,  Arthur  Andersen  informed the Registrant that it did
not wish to  continue  its  relationship  with  the  Registrant  because  Arthur
Andersen did not believe that  management's  business  philosophy  was such that
Arthur  Andersen could develop the kind of  relationship  with management of the
Registrant  that  Arthur   Andersen   believes  is  necessary  for a  long  term
client/auditor relationship.

         There were no disagreements  between Arthur Andersen and the Registrant
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedure.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (b)  Exhibits.

                Exhibit No.         Description of Exhibit

                   16               Letter from Arthur Andersen LLP to the
                                    Securities and Exchange Commission*







*To be filed by Amendment.








                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


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


Date:  January 3, 1997                          /s/Robert L. Stewart
                                                 --------------------
                                                 Robert L. Stewart
                                                 (President)







                                  EXHIBIT INDEX

EXHIBIT NO.                 DESCRIPTION OF EXHIBIT

            16              Letter from Arthur Andersen LLP to the
                            Securities and Exchange Commission*







*To be filed by Amendment.