UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended November 30, 2000
Commission File Number: 17598
CONSYGEN, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Texas 76-0260145
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 South 52nd Street, Tempe, Arizona 85281
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(480) 394-9100
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
35,500,954 shares of Common Stock, $.003 par value, as of January 8, 2001.
CONSYGEN, INC.
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements.
Consolidated Balance Sheet, November 30, 2000 2
Consolidated Statements of Operations - Six
Months Ended November 30, 2000 and November 30, 1999 3
Consolidated Statements of Cash Flows - Six
Months Ended November 30, 2000 and November 30, 1999 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K. 10
SIGNATURES 11
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED IN THIS REPORT AND IN DOCUMENTS INCORPORATED
BY REFERENCE HEREIN CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. 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. ALTHOUGH THE
COMPANY BELIEVES THAT THE ASSUMPTIONS ON WHICH SUCH FORWARD-LOOKING STATEMENTS
ARE BASED ARE REASONABLE, THERE CAN BE NO ASSURANCE THAT SUCH ASSUMPTIONS WILL
PROVE TO BE ACCURATE, AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE SET FORTH
UNDER THE CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSYGEN, INC.
CONSOLIDATED BALANCE SHEET
November 30,
2000
ASSETS ------------
Current Assets:
Cash and Cash Equivalents $ --
Accounts Receivable 35,275
Inventory 216,453
Prepaid Expenses 146,177
Other Current Assets 708
------------
Total Current Assets 398,613
------------
Property and Equipment - Net 1,505,818
------------
Other Assets:
Debt Issuance Expense 65,275
Notes receivable 72,725
Other Assets 56,708
------------
Total Other Assets 194,709
------------
Total Assets $ 2,099,140
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 552,599
Notes Payable 1,034,484
Capital Lease - Current portion 28,289
Accrued Liabilities 1,318,342
------------
Total Current Liabilities 2,933,713
Convertible Debentures 656,751
Capital Lease - Long Term Portion 66,408
Mortgage - Long Term 529,154
Long-Term Debt 634,140
------------
Total Liabilities 4,820,167
------------
Commitments & Contingencies
Stockholders' Equity :
Common Stock, $.003 par Value, Authorized 40,000,000 Shares,
issued and outstanding 35,500,954 Shares at November 30, 2000 102,593
Additional Paid-in Capital 34,098,336
Accumulated Deficit (36,506,232)
Treasury Stock, at cost ( 90,000 shares) (415,725)
------------
Total Stockholders' Equity (2,721,027)
------------
Total Liabilities and Stockholders' Equity $ 2,099,140
============
The accompanying notes are an integral part of the financial statements.
2
CONSYGEN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months For the Six Months
Ended November Ended November
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
Counterfeit Cop Revenue $ 35,810 $ 30,412 $ 779,439 $ 74,915
Software Services Revenue -- 35,023 -- 108,388
------------ ------------ ------------ ------------
Revenues 35,810 65,435 779,439 183,303
------------ ------------ ------------ ------------
Costs and Expenses:
Cost of Sales - Cop 12,757 7,270 212,030 16,513
Cost of Sales - Software Services -- 65,880 -- 270,563
Software Development 415,227 190,206 710,767 315,381
Selling, General and Administrative Expenses 778,650 598,325 1,691,948 1,382,260
Interest Expense 276,119 136,113 434,105 233,127
Depreciation and Amortization 40,968 65,992 82,829 125,002
------------ ------------ ------------ ------------
Total Costs and Expenses 1,523,721 1,063,786 3,131,679 2,342,846
------------ ------------ ------------ ------------
Loss from Operations (1,487,911) (998,351) (2,352,240) (2,159,543)
Interest Income -- -- -- 5,755
Other Income -- -- 275 27,493
Other Expenses -- (2,500) -- (289,958)
------------ ------------ ------------ ------------
Net Loss $ (1,487,911) $ (1,000,851) $ (2,351,965) $ (2,416,253)
============ ============ ============ ============
Weighted Average Common Shares Outstanding 32,881,687 15,427,301 29,069,838 15,427,301
============ ============ ============ ============
Net Loss per Common Share $ (0.05) $ (0.06) $ (0.08) $ (0.16)
============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
3
CONSYGEN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the Six Months Ended
November 30,
-----------------------------
2000 1999
----------- -----------
Cash Flows from Operating Activities:
Net Loss $(2,351,965) $(2,416,254)
Adjustments to Reconcile Net Loss to
Net Cash (Used) by Operating Activities:
Depreciation and amortization 82,829 126,577
Write-off of investment in technology 230,000
Amortization of deferred financing costs 58,189 93,529
Changes in Operating Assets and Liabilities:
Accounts Receivable 14,187 (5,809)
Inventories 195,885 (264,968)
Prepaid Expenses and Other Assets 144,591 (9,616)
Accounts Payable 217,122 221,722
Accrued Liabilities 278,041 378,723
----------- -----------
Net Cash (Used) by Operating Activities (1,361,121) (1,646,096)
----------- -----------
Cash Flows from Investing Activities:
Utilization of certificate of deposit for inventory purchases -- 445,669
Purchase of technology -- (230,000)
Advances on note receivable (34,200)
Purchases of Furniture and Equipment (22,165) (68,049)
Investment in joint venture (20,000)
----------- -----------
Net Cash (Used) by Investing Activities (76,365) 147,620
----------- -----------
Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock 867,184 14,941
Payments of principal on loans (12,355) (6,223)
Bank overdraft 102,111
Proceeds of Loans payable -- Related Parties 461,694 402,450
Proceeds on other notes payable 58,897 420,868
Purchase of treasury stock (15,725)
Payments of principal on capital lease obligations (27,925) (17,670)
Payments for financing costs -- (40,871)
----------- -----------
Net Cash Provided by Financing Activities 1,433,881 773,495
----------- -----------
Net Decrease in Cash and Cash Equivalents (3,605) (724,981)
Cash and Cash Equivalents -- Beginning of Period 3,605 739,308
----------- -----------
Cash and Cash Equivalents -- End of Period 0 $ 14,327
=========== ===========
Supplemental Cash Flow Information:
Cash Paid for Interest $ 76,817 $ 49,470
=========== ===========
Non-Cash Financing and Investing Activities:
Issuance of Common Stock as Loan Incentive $ -- $ 20,839
=========== ===========
Conversion of debt to common stock $ 651,190 $ --
=========== ===========
Issuance of common stock for prepaid professional fees $ 287,505 $ --
=========== ===========
Issuance of common stock for equipment $ 283,500 $ --
=========== ===========
Equipment acquired under capital lease $ 52,054 $ --
=========== ===========
The accompanying notes are an integral part of the financial statements.
4
CONSYGEN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2000 (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of ConSyGen,
Inc., a Texas corporation ("ConSyGen-Texas") and its wholly-owned subsidiary,
ConSyGen, Inc., an Arizona corporation ("ConSyGen-Arizona"). Significant
intercompany accounts and transactions have been eliminated.
ConSyGen-Texas and its wholly-owned subsidiary ConSyGen-Arizona are
hereafter collectively referred to as the "Company."
In the opinion of the Company, the accompanying unaudited consolidated
financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the results of operations and
cash flows for the periods presented.
Results of operations for interim periods are not necessarily indicative of
the results of operations for a full year due to external factors that are
beyond the control of the Company.
NOTE 2 - STOCKHOLDERS' EQUITY (DEFICIT)
STOCK OPTIONS
The Company issued stock options to employees that were later repriced. In
accordance with APB No. 25, these options are now classified as variable awards.
On the basis of the price of the Company's common stock at November 30, 2000,
there was no decrease in the intrinsic value of those options was recognized as
other income in the three months ended November 30, 2000. The Company intends to
continue to compensate employees with stock options.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's Consolidated Financial Statements and the Notes thereto appearing
elsewhere in the Report. The Company and its wholly-owned subsidiary,
ConSyGen-Arizona, are herein collectively referred to as the "Company."
5
OVERVIEW
Historically, we have developed pre-packaged software and proprietary
products and services. However, we have recently moved our specific emphasis to
identifying developing software-related business opportunities and technologies
and providing timely and effective software-based solutions for these
opportunities, while still maintaining our traditional emphasis on high-quality
proprietary products and services.
We are marketing the COUNTERFEIT COP through our Business Products
Division. We have entered into distribution agreements with third parties with
national domestic distribution networks, and we have incorporated ConSyGen
s.r.o. in the Czech Republic to market the product in Europe. CE certification
has been secured, and we began shipping units to Europe during the quarter. We
intend to continue the active marketing of this product through these
distribution channels and others that we expect to create in the future.
We have completed the first phase of the development of the BIZPAY SUITE
software - a new "e-commerce" product. We have incorporated a new company,
BizPay International, to hold our interests in various BizPay businesses around
the world. We have established a joint venture with an Australian partner, and
have signed several Memorandums of Understanding (MOU) with strategic partners
to introduce the product in Europe, and several other locations around the
world. Additionally, we have entered into a definitive partnership agreement
with Cardservice International, a merchant processor, to develop the BizPay
business in the United States. These transactions are subject to definitive
agreements. During the quarter, we demonstrated the software for several
potential domestic and international partners, and have begun modifying the
software for implementation into one partners' software.
In accordance with SFAS 131, we are continuing to report operating results
by business unit. The figures for all divisions are based on an allocation of
overhead and all indirect costs in the following matter: BizPay (70%),
Counterfeit Cop (25%), and MultiMedia (5%). The Counterfeit Cop division lost
$250,893 in the quarter on revenues of $35,810. For the six months ended
November 30, 2000, the division lost $53,576 on revenues of $779,439. Neither
the BizPay division nor the multimedia division had any revenue in the quarter
ended November 30, 2000. The multimedia division did partially complete it's
first project, but we have chosen to recognize the income when paid, rather than
on a percentage of completion basis. As of January 15, 2001, we have received a
total of $2,750 for the project. The division has received two additional
projects that are partially completed as of this filing. Expenses for the BizPay
division were $1,182,278 for the quarter, and $2,076,167 for the six months
ended November 30, 2000. The figures for all divisions are based on an
allocation of overhead and all indirect costs in the following matter: BizPay
70%, Counterfeit Cop 25%, and MultiMedia 5%.
We have been involved in material litigation with holders (the "Debenture
Holders") of our 6% Convertible Debentures Due May 29, 2003 (the "Debentures").
In 1998, the Debenture Holders filed a lawsuit against us based upon our failure
to honor their requests to convert the Debentures to common stock (the
"Debenture Litigation"). In January 1999, the Debenture Holders and other
plaintiffs (together, the "Plaintiffs") filed related lawsuits against us and
6
certain of our former officers, and others, to recover damages for alleged
intentional and calculated defamation (the "Defamation Litigation"). On April
11, 2000, we entered into a definitive Settlement Agreement and Conditional
Release with the Plaintiffs to settle the Debenture Litigation and the
Defamation Litigation. Provided that we honor our obligations under the
Settlement Agreement and the Debentures, which we intend to do, the settlement
will fully and finally resolve the Debenture Litigation and the Defamation
Litigation. Under the Settlement Agreement, we have agreed to honor the terms of
the Debentures (and the related common stock purchase warrants) and to convert
the principal and accrued interest on the Debentures into our common stock as
the Debenture Holders request such conversion and as permitted under the
Debentures. As of November 30, 2000, and January 10, 2000, approximately
$2,843,000 and $2,938,000 respectively in principal amount of the Debentures has
been converted into shares of our common stock in partial implementation of the
settlement. In addition, we have agreed to pay (in common stock, to be issued as
the Debentures are converted) an additional $350,000 in liquidated damages,
which amount was accrued in the third quarter of the year ending May 31, 2000.
We have agreed to perform additional non-monetary obligations under the
Settlement Agreement which, while they represent material terms of the
Settlement Agreement and Conditional Release, we believe we can successfully
perform without a material adverse financial impact.
We are involved in litigation with a former officer and director relating
to his claims for indemnification and reimbursement of legal expenses in
connection with the Defamation Litigation, and for breach of an employment
agreement with respect to stock options. The former executive seeks damages,
including substantial exemplary and punitive damages, and an order requiring us
to honor stock options. Although we believe that the settlement of the
Defamation Litigation mitigates potential damages in this litigation, the
outcome of this litigation, and its potential financial impact on us, cannot be
estimated fully at this time. However, at the present time, we believe that the
claims for exemplary and punitive damages relating to both the indemnity and
stock option claims are wholly without merit.
We have been involved in litigation with a former customer who has alleged
that we breached an agreement to provide software conversion services and to
test its software for the ability to function in the year 2000 and beyond. While
we believe that the outcome of any litigation would have been favorable, our
analysis indicated the potential cost of trying the case would have been greater
than the settlement offer on the table. We settled the case during December 2000
for $125,000 to be paid over the next fifteen months.
In preparation for our annual meeting, which was held December 11, 2000,
the Company asked its shareholders to approve an increase in the Company's
authorized shares from 40 million to 69 million. This increase was necessary to
assure that the Company would be able to meet all existing obligations,
including the conversion of the debenture bonds. Additionally, the Company
planned to sell a specific number of shares in a private placement to raise
operating capital. By a vote of 19,971,371 to 2,688,206 the shareholders
approved the proposal.
7
MATERIAL CHANGES IN RESULTS OF OPERATIONS
NET LOSSES. For the three and six months ended November 30, 2000, we
incurred net losses of $1,487,911 and $2,351,965, compared with net losses of
$1,000,851 and $2,416,253 for the three and six months ended November 30, 1999,
an increase and decrease of approximately $487,060 and 64,288. An explanation of
these losses is set forth below.
REVENUE. For the three and six months ended November 30, 2000, we had
revenues of $35,810 and 779,439, compared to $65,435 and 183,303 for the same
quarter in the previous year. The increase in revenue for the year to date
reflects growth in revenues from sales of the COUNTERFEIT COP product. Revenue
for the quarter was not helped by any significant Counterfeit Cop sales from our
master distributors. Our two salespeople spent most of the quarter on the road
training our master distributors and their alliance partners, with the
expectation of large sales growth in the following quarters.
COST OF SALES. For the quarter ended November 30, 2000, the primary cost of
sales expense is the cost of obtaining COUNTERFEIT COP units from our supplier.
These costs represent approximately 35% of related revenue.
SOFTWARE RESEARCH AND DEVELOPMENT EXPENSES. For the three and six months
ended November 30, 2000, software development expenses were $415,227 and 710,767
compared with $190,206 and 315,381 for the comparable prior period. The increase
in software development expenses represents the large investment we made in the
development of the BizPay product. We have added staff with specialized skills
where appropriate, and have used consultants as needed. As we proceed through
beta testing, the initial product roll out, and the development of subsequent
phases of BizPay, including the wireless applications, we do not expect a
significant decrease in software development expenses. We intend to begin
capitalizing certain software development costs when proprietary software
products have reached technological feasibility.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $778,650 and 1,691,948 for the three and six months
ended November 30, 2000, compared with $598,325 and 1,382,260 for the identical
quarter in the previous year. The increase in selling, general and
administrative expenses is primarily attributable to the creation of the BizPay
business line, and the training of our Counterfeit Cop master distributors,
alliance partners and salespeople. Additionally, legal and professional expenses
for the quarter were higher than anticipated due to the settlement of the prior
customer's lawsuit and the expense of filing an SB-2 registration statement.
INTEREST EXPENSE. For the three and six months ended November 30, 2000,
interest expense was $276,119 and 434,105, compared with $136,113 and 233,127
for the same quarter in the previous year, an increase of $140,006 and 200,978.
The increase in interest expense is primarily attributable to accelerated
amortization of deferred financing costs due to conversion of the debentures.
8
DEPRECIATION AND AMORTIZATION EXPENSE. For the three and six months ended
November 30, 2000, depreciation and amortization expense was $40,968 and 82,829,
compared with $65,992 and 125,002 for the previous year. The decrease indicates
that there has been no major growth in depreciable items, primarily due to a
shortage of operating capital. As we have retired some depreciable assets, we
have primarily replaced them with leased assets. Additionally, the development
of the BizPay products has required an investment in hardware and software. For
the most part, the necessary equipment has been leased at prevailing market
rates.
MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company has continued to suffer material operating losses and is
experiencing difficulties meeting its current obligations. Although revenue has
increased substantially, current revenue levels are still inadequate to meet all
of the company's obligations. The Company is attempting to raise sufficient
equity capital to meet its current obligations and to implement its new business
plan. However, the Company has experienced difficulty in doing so and there can
be no assurance that it will be successful in raising capital or implementing
its new business plan.
The Company has utilized significant resources in software development,
research and marketing efforts. The investment in the BizPay technology alone
during the quarter ended November 30, 2000 was over $1,180,000. Those efforts
must continue in order for the Company to be successful in the implementation of
its new strategic direction. The Company will require additional capital, most
likely from private placement equity, in order to meet its obligations and to
implement its new strategic direction.
As of November 30, 2000, the Company had no cash on hand compared with
approximately $2,900 at August 31, 2000. The Company had a working capital
deficit of approximately $2,533,000 at August 31, 2000, compared with a working
capital deficit of approximately $2,298,000 at May 31, 2000, an increase in
working capital deficit of approximately $235,000. The increase in working
capital deficit is primarily attributable to the operating loss sustained during
the quarter, which was somewhat mitigated by the conversion of the debentures.
The Company had convertible debentures outstanding of $1,259,000 and $657,000 at
August 31 and at November 30, 2000.
9
Through the quarter, the Company continued to raise operating capital
through the sale of its common stock, and through borrowings and other financing
activities. During the six months ended November 30, 2000, the Company has
realized over $860,000 in proceeds from the sale of it's common stock, and has
borrowed money from one director and one member of management, Those loans are
not collateralized, and total over $100,000. If the Company continues to incur
significant losses, the Company's liquidity could be materially and adversely
affected. The Company does not currently have any established bank credit
facility, and there can be no assurance that the Company will be able to obtain
the additional capital in the form of debt or equity financing necessary to
continue its operations if no significant sales are realized. The Company does
not intend to require material capital expenditures in the short term. However,
as discussed above, the Company will require cash to continue to implement its
strategic direction.
IMPACT OF INFLATION
Increases in the inflation rate are not expected to effect the Company's
operating expenses. Although the Company has no current plans to borrow
additional funds, if it were to do so at variable interest rates, any increase
in interest rates would increase the Company's borrowed funds.
SEASONALITY
Our operations are not affected by seasonal fluctuations, although our cash
flows may at times be affected by fluctuations in the timing of cash receipts
from large contracts. Management believes that the cash-flow of the two major
product lines in our new strategic direction will not be impacted by large
purchases or seasonal factors.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The list of Exhibits which are filed with this report or incorporated by
reference herein is set forth in the Exhibit Index that appears following the
signature page, which Exhibit Index is incorporated herein by this reference.
(b) Reports on Form 8-K.
The Company filed form 8-K on 12/30/98, which reported a legal action
against the Company, on December 3, 1998, for specific performance of the
provisions of the Debentures which permit the holders to convert the debt
evidenced by the debentures into shares of the Company's common stock. On
December 28, 1998, the Company filed an answer in that action denying that,
under the pertinent circumstances, the Company is obligated to effect any such
conversion. The Company also filed a counterclaim against the holders, and new
claims against certain agents of the holders, in the same action, alleging that
the holders and the agents made material misrepresentations in connection with
the purchase and sale of the Debentures and made unlawful short sales of the
Company's common stock. The Company filed form 8-K on March 22, 2000, detailing
the settlement term sheet agreed to with the debenture holders.
10
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 thereunto duly authorized.
CONSYGEN, INC.
Date: January 12, 2000 By: /s/ A. Lewis Burridge
------------------------------------
A. Lewis Burridge, President
(Principal Executive Officer)
11
EXHIBIT INDEX
2 Plan of Acquisition between the Registrant and the stockholders of
ConSyGen, Inc., an Arizona corporation, dated August 28, 1996, filed
as Exhibit 2 to the Registrant's Current Report on Form 8-K dated
September 5, 1996 and incorporated herein by reference.
3.1 Articles of Incorporation of the Registrant, as amended. (1)
3.2 Amended and Restated By-Laws of the Registrant. (4)
4.1 Specimen common stock certificate, filed as Exhibit 4.B to the
Registrant's Registration Statement on Form S-18, File No. 33-22900 -
FW, and incorporated herein by reference.
4.2 Form of Common Stock Purchase Warrant used in connection with issuance
of warrants to purchase an aggregate of 1,000,000 shares of the
Registrant's Common Stock, $.003 par value. (2)
4.3 Subscription Agreement used in connection with the Rule 506 sale of
Convertible Debentures in the aggregate principal amount of $3,500,000
(including form of Convertible Debenture, form of Warrant, and form of
Registration Rights Agreement, attached as Exhibits A, B and D,
respectively, to the Subscription Agreement). (6)
4.4 Form of Common Stock Purchase Warrant to purchase an aggregate of
10,000 shares issued in partial payment of finders' fees in connection
with sale of Convertible Debentures in aggregate principal amount of
$3,500,000. (6)
4.5 Form of Subscription Agreement used in connection with Rule 506 sale
of 120,000 shares for gross proceeds of $1,080,000. (1)
4.6 Form of Subscription Agreement used in connection with Rule 506 sale
of 152,000 shares for gross proceeds of $882,500. (1)
4.7 Form of Common Stock Purchase Warrant to purchase 200,000 shares
issued to consultant, Howard R. Baer, on August 1, 1997. (1)
4.8 Form of Common Stock Purchase Warrant to purchase 100,000 shares
issued to Howard R. Baer's designee, Kevin C. Baer, on August 1, 1997.
(1)
4.9 Subscription Agreement used in connection with Rule 506 sale of
900,000 shares for gross proceeds of $5,276,250. (3)
4.10 Form of Subscription Agreement used in connection with issuance of
30,747 shares in payment of indebtedness in the aggregate amount of
$250,575. (3)
4.11 Common Stock Purchase Warrant to purchase 100,000 shares issued to a
consultant's designee, Irvington International Limited, as of November
10, 1997. (3)
4.12 Agreement dated as of July 17, 1998 between the Registrant and Tom S.
Dreaper relating to employment and grant of options to purchase
1,000,000 shares of common stock of the Registrant. (6)
4.13 Agreement entitled "Transfer of Complete Rights in Software Program
between ConSyGen, Inc. and F&M Investments, L.L.C.", filed as Exhibit
4.13 to the Registrant's Current Report on Form 8-K dated July 2, 1999
and incorporated herein by reference.
4.14 Amendment dated August 13, 1998, to 6% Convertible Debenture
Subscription Agreement and related Registration Rights Agreement dated
May 29, 1998, filed as Exhibit 4.13 to the Registrant's Registration
Statement on Form S-3, File No. 333-61869, and incorporated herein by
reference.
4.15 Form of Subscription Agreement used in connection with private
placement of 4,498,000 units, consisting of one share of the
Registrant's common stock and a warrant to purchase one share of
common stock, for total cash consideration of $1,124,500.
4.16 Form of Common Stock Purchase Warrant used in connection with issuance
of warrants to purchase an aggregate of 4,498,000 shares of
Registrant's Common Stock, $0.003 par value.
4.17 Option Agreement for 1,000,000 shares of the Registrant's common
stock, dated April 17, 2000, issued to consultant, Howard R. Baer.
10.7 Registrant's 1996 Non-Qualified Stock Option Plan. (2)
10.8 Registrant's Second Amended and Restated 1997 Non-Qualified Stock
Option Plan. (8)
10.9 Consulting Agreement between the Registrant and M.H. Meyerson & Co.,
Inc. dated August 19, 1996. (5)
10.10 Form of Indemnification Contract between the Registrant and each
executive officer and director of the Registrant. (3)
10.11 Agreement between the Registrant and Carriage House Capital, Inc.,
effective as of September 1, 1997, terminating all existing agreements
between the Registrant and Carriage House Capital, Inc., and its
affiliates. (3)
10.12 Registrant's Form of Settlement Term Sheet between the Registrant and
the Debenture Parties (Thomson Kernaghan, et al). (7)
10.13 Settlement Agreement and Conditional Release between the Registrant
and the Debenture Parties dated April 20, 2000. (9)
10.14 Agreement between the Registrant and Saviar and Spaeth, dated January
11, 2000.
16 Letter dated September 24, 1998 from Wolinetz, Gottlieb & Lafazan,
P.C. to the Securities and Exchange Commission, filed as Exhibit 16 to
the Registrant's Current Report on Form 8-K dated September 22, 1998
and incorporated herein by reference.
21 List of Subsidiaries of the Registrant. (9)
99.1 Registrant's 2000 Combination Stock Option Plan. (10)
- -----------
* Filed herewith.
(1) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1997, and
incorporated herein by reference.
(2) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996, and
incorporated herein by reference.
(3) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Registration Statement on Form S-1, File No. 333-40649, and incorporated
herein by reference.
(4) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and
incorporated herein by reference.
(5) Filed as Exhibit No. 10.10 to the Registrant's Annual Report on Form 10-K
for the year ended May 31, 1997, and incorporated herein by reference.
(6) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Annual Report on Form 10-K for the year ended May 31, 1998, and
incorporated herein by reference.
(7) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Annual Report on Form 8-K dated March 22, 2000, and incorporated herein by
reference.
(8) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1998, and
incorporated herein by reference.
(9) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Annual Report on Form 10-KSB for the year ended May 31, 2000, and
incorporated herein by reference.
(10) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Registration Statement on Form S-8, dated May 4, 2000, and incorporated
herein by reference.