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 February 28, 2001
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
(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) Yes _X_ No |_| 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.
42,839,669 shares of Common Stock, $.003 par value, as of, February 28, 2001.
CONSYGEN, INC.
INDEX
PART I FINANCIAL INFORMATION:
Item 1.Financial Statements.
Consolidated Balance Sheet,
February 28, 2001 2
Consolidated Statements of Operations - Nine
Months Ended February 28, 2001 and February 29, 2000 3
Consolidated Statements of Cash Flows - Nine
Months Ended February 28, 2001 and February 29, 2000 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
ASSETS
February 28,
2001
------------
Current Assets:
Cash and Cash Equivalents $ 3,228
Accounts Receivable 37,653
Inventory 217,801
Prepaid Expenses 79,944
Other Current Assets 708
------------
Total Current Assets 339,335
------------
Property and Equipment - Net 1,464,616
------------
Other Assets:
Debt Issuance Expense 34,576
Notes receivable 72,725
Other Assets 77,145
------------
Total Other Assets 184,446
------------
Total Assets $ 1,988,397
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 786,730
Notes Payable 1,405,138
Current Mortgage 22,800
Capital Lease - Current portion 23,869
Accrued Liabilities 1,688,950
------------
Total Current Liabilities 3,927,487
Convertible Debentures 386,751
Capital Lease - Long Term Portion 64,151
Mortgage - Long Term 525,650
Long-Term Debt 720,704
------------
Total Liabilities 5,624,744
------------
Commitments & Contingencies
Stockholders' Equity :
Common Stock, $.003 par Value, Authorized
40,000,000 Shares, Issued and outstanding
42,839,669 Shares at February 28, 2001 128,519
Additional Paid-in Capital 34,488,773
Accumulated Deficit (37,837,914)
Treasury Stock, at cost ( 90,000 shares) (415,725)
------------
Total Stockholders' Equity (3,636,347)
------------
Total Liabilities and Stockholders' Equity $ 1,988,397
============
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 Nine Months
Ended February 28, Ended February 28,
-------------------------------- --------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Counterfeit Cop Revenue $ 7,584 $ 44,503 $ 787,023 $ --
Web Development Revenue 24,000 24,000 --
Software Services Revenue -- 73,365 -- 689,606
------------ ------------ ------------ ------------
Revenues 31,584 117,868 811,023 689,606
------------ ------------ ------------ ------------
Costs and Expenses:
Cost of Sales - Cop 2,237 9,243 214,267 --
Cost of Sales - Software Services -- 204,683 -- 651,096
Software Development 368,403 125,175 1,079,170 523,396
Selling, General and Administrative
Expenses 684,177 783,935 2,376,125 2,941,160
Interest Expense 240,246 97,014 674,351 159,000
Depreciation and Amortization 68,203 59,010 151,032 141,889
------------ ------------ ------------ ------------
Total Costs and Expenses 1,363,266 1,279,060 4,494,945 4,416,541
------------ ------------ ------------ ------------
Loss from Operations (1,331,682) (1,161,192) (3,683,922) (3,726,935)
Interest Income -- 5,755 --
Other Income -- 27,493 275 117,649
Other Expenses -- (287,458) -- --
------------ ------------ ------------ ------------
Net Loss $ (1,331,682) $ (1,415,402) $ (3,683,647) $ (3,609,286)
============ ============ ============ ============
Weighted Average Common Shares Outstanding 39,690,664 15,416,201 32,247,436 15,419,339
============ ============ ============ ============
Net Loss per Common Share $ (0.03) $ (0.09) $ (0.11) $ (0.23)
============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
3
CONSYGEN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
Februrary 28,
----------------------------------
2001 2000
----------- -----------
Cash Flows from Operating Activities:
Net Loss $(3,683,647) $(3,609,286)
Adjustments to Reconcile Net Loss to
Net Cash (Used) by Operating Activities:
Depreciation and amortization 123,709 99,605
Write-off of investment in technology --
Issuance of stock for professional fees
Gain on variable stock option awards --
Changes in Operating Assets and Liabilities:
Accounts Receivable 11,809 (98,234)
Inventories 194,537 --
Prepaid Expenses and Other Assets 279,275 21,055
Accounts Payable 451,252 (14,167)
Accrued Liabilities 821,624 166,041
----------- -----------
Net Cash (Used) by Operating Activities (1,801,441) (3,434,986)
----------- -----------
Cash Flows from Investing Activities:
Utilization of certificate of deposit for inventory purchases --
Purchase of technology --
Advances on note receivable (34,200)
Purchases of Furniture and Equipment (21,843) (166,601)
Investment in joint venture (20,000)
----------- -----------
Net Cash (Used) by Investing Activities (76,043) (166,601)
----------- -----------
Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock 942,684 89,429
Payments of principal on loans (21,745)
Proceeds of Loans payable -- Related Parties 1,006,495
Proceeds on other notes payable --
Purchase of treasury stock (15,725)
Payments of principal on capital lease obligations (34,601)
----------- -----------
Net Cash Provided by Financing Activities 1,877,108 89,429
----------- -----------
Net Decrease in Cash and Cash Equivalents (377) (3,512,159)
Cash and Cash Equivalents --Beginning of Period 3,605 4,991,434
----------- -----------
Cash and Cash Equivalents --End of Period $ 3,228 $ 1,479,275
=========== ===========
Supplemental Cash Flow Information:
Cash Paid for Interest $ 49,470 $ --
=========== ===========
Non-Cash Financing and Investing Activities:
Issuance of Common Stock as Loan Incentive $ -- $ --
=========== ===========
Conversion of debt to common stock $ 1,451,249 $ --
=========== ===========
Issuance of common stock for prepaid professional fees $ 287,505 $ --
=========== ===========
Issuance of common stock for equipment $ 283,500 $ --
=========== ===========
Issuance of common stock as payment for interest and penalties $ 408,906 $ --
=========== ===========
The accompanying notes are an integral part of the financial statements.
4
CONSYGEN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2001 (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 February 28, 2001,
there was no decrease in the intrinsic value of those options was recognized as
other income in the three months ended February 28, 2001. 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, proprietary
products and services. However, last year we moved our specific emphasis to
identifying and developing software-related business opportunities and
technologies and providing timely and effective software-based solutions for
these opportunities.
We are marketing the Counterfeit Cop through our Business Products
Division. We have entered into distribution agreements with third parties that
have 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 second
quarter of the current fiscal year. We intend to continue the active marketing
of this product through these distribution channels and others that we expect to
create.
We have completed the development of the first version of the BizPay Suite
of software - a new "e-commerce" product. The software is currently going
through rigorous load balancing, volume and stress testing for delivery to our
partners during the current quarter. We have entered into a partnership with a
major ISP in the United States for the initial rollout of the BizPay technology.
The ISP intends to deliver the BizPay payment system to its members and hosted
merchant sites as a value added service. By rolling the product out in this
fashion, we can grow the customer and merchant base significantly without the
huge expenses associated with viral marketing.
We are currently evaluating several options for the ownership of the
BizPay technology, and our business interests in the United States. The
successful roll out of the business will require funding beyond ConSyGen's
ability to provide. Therefore, we are considering several alternatives to
maximize our shareholders interests, while raising the necessary capital.
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. Because of the time constraints
and the demands of our domestic partners, and the inability of our foreign
partners to fund the different rollouts, we have focused all of our efforts in
the last quarter on preparing the software for our domestic rollout. The
international opportunities still exist for BizPay, but we believe the
opportunities will grow exponentially following a successful launch in the
United States.
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
$294,323 in the quarter on revenues of $7,584. For the nine months ended
February 28, 2001, the division lost $347,899 on revenues of $787,023. The
BizPay division had no revenue in the quarter ended February 28, 2001. The
multimedia division completed its first project, and had revenue of $24,000
during the quarter. The revenues could
6
have been significantly larger, but all resources were rerouted to the BizPay
development. The time line for the completion of development and testing
required the additional manpower. The two projects the multimedia division
finished were well received by the customers. Management believes the multimedia
division will be successful in the future, when resources can again be allocated
to the sales and development of these products. Expenses for the BizPay division
were $845,339 for the quarter, and $2,921,506 for the nine months ended February
28, 2001.
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
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. In March 2001, an agreement was reached by the debenture holders and
an independent third party. The debenture holders sold their remaining position
to the third party, who immediately converted that position into common stock.
As of this filing, the entire principal, interest, and liquidated damages have
been converted into common stock.
We have been 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 was seeking
damages, including substantial exemplary and punitive damages, and an order
requiring us to honor stock options We believe that the claims for exemplary and
punitive damages relating to both the indemnity and stock option claims were
wholly without merit, however the cost of litigating the claim would have far
exceeded the cost to settle. Therefore, in March 2000, we reached a settlement
with the former executive. The terms of the settlement are confidential.
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.
7
Material Changes in Results of Operations
Net Losses. For the three and nine months ended February 28, 2001, we
incurred net losses of $1,331,682 and 3,683,647, compared with net losses of
$1,415,402 and 3,609,286 for the three and nine months ended February 29, 2000,
a decrease and increase of approximately $83,720 and 74,361. An explanation of
these losses is set forth below.
Revenue. For the three and nine months ended February 28, 2001, we had
revenues of $31,584 and 811,023, compared to $117,868 and 689,606 for the same
quarter in the previous year. Revenue for the quarter was not helped by any
significant Counterfeit Cop sales from our master distributors. We believe that
sales growth of our Counterfeit Cop product from our master distributors is
likely, but we have not seen any significant growth through the end of the third
quarter. Eighty percent of our revenue for the quarter was due to the successful
completion of multimedia products. The multimedia group will not contribute
greatly to revenue in the current quarter, as all resources have been
reallocated to the BizPay rollout.
Cost of Sales. For the quarter ended February 28, 2001, 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 nine months
ended February 28, 2001, software development expenses were $368,403 and
1,079,170 compared with $125,175 and 523,396 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 $684,177 and 2,376,125 for the three and nine
months ended February 28, 2001, compared with $783,935 and 2,941,160 for the
identical quarter in the previous year. The decrease in SG&A expenses represent
the Company's continuing efforts to cut costs as much as possible while we
continue the final phases of the BizPay development and testing. Until the
software is publicly launched and contributing revenue, the Company will
continue to minimize expenses to whatever extent possible.
Interest Expense. For the three and nine months ended February 28, 2001,
interest expense was $240,246 and 674,351, compared with $97,014 and 159,000 for
the same quarter in the previous year, an increase of $143,232 and 515,351.
Depreciation and Amortization Expense. For the three and nine months ended
February 28, 2001, depreciation and amortization expense was $68,203 and
151,032, compared with $59,010 and 141,889 for the previous year.
8
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 this year over a year ago, 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 used significant resources in software development,
research and marketing efforts. The investment in the BizPay technology alone
during the quarter ended February 28, 2001 was over one million dollars. 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. We are currently
evaluating several options for the ownership of the BizPay technology, and our
business interests in the United States. The successful roll out of the business
will require funding beyond ConSyGen's ability to provide. Therefore, we are
considering several alternatives to maximize our shareholders interests, while
raising the necessary capital.
As of February 28, 2001, the Company had $3,200 cash on hand compared with
no cash on hand at November 30, 2000. The Company had a working capital deficit
of approximately $3,588,152 at February 28, 2001, compared with a working
capital deficit of approximately $2,535,100 at November 30, 2000, an increase in
working capital deficit of approximately $1,053,000. 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.
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 nine months ended February 29, 2000, the Company has
realized over $ 400,000 in proceeds from the sale of its common stock, and has
borrowed money from one director and one member of management. Those loans are
not collateralized, and total over $150,000. 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.
9
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.
The Company filed Form 8-K on March 13, 2001, which reported that
ConSyGen, Inc. Board of Directors has accepted the resignations of two
directors, Luther H. Hodges, Jr. (a Director of the Company since June 2000 and
Russell B. Stevenson, Jr. (a Director of the Company since July 2000). As a
result of these changes the Board of Directors of the Company has appointed
Joseph A. Grimes, Jr. and Ben H. Gregg, Jr. to replace the departing board
members.
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: April 11, 2001 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)
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* 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.