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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------
   
                                   FORM 10-K/A
                                AMENDMENT NO. 1
    

(Mark One)

/X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934.

For the fiscal year ended June 30, 1997

                                       OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934.

For the transition period from _____________ to ____________

                         Commission file number 0-22191

                        CONSERVER CORPORATION OF AMERICA
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                               65-0675901
    -------------------------------               -------------------
    (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation or Organization)               Identification No.)

                           3250 Mary Street, Suite 405
                             Coconut Grove, FL 33133
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                  305-444-3888
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                                    Name of Each Exchange
          Title of Each Class                        on Which Registered
  ----------------------------------           -------------------------------
    Common Stock, $0.001 par value                  Nasdaq SmallCap Market

        Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by Check Mark whether the Issuer: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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 past 90
days. Yes /X/ No / /
       
The aggregate market value of voting stock held by non-affiliates as of
September 30, 1997 was $40,411,833.

The number of shares of Common Stock, $0.001 par value, outstanding as of
September 30, 1997 was 6,793,404.
       
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<PAGE>

   
In connection with the October 14, 1997 filing by Conserver Corporation of
America (the "Company") of its Annual Report on Form 10-K for the period ended
June 30, 1997 (the "Report"), the Company hereby amends the Report to replace in
its entirety page F-2, "Report of Independent Auditors", which inadvertently
omitted the signature line of the Company's independent auditors, as follows:
    
REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders
Conserver Corporation of America
Coral Gables, Florida


We have audited the accompanying balance sheet of Conserver Corporation of
America (a development stage company) as at June 30, 1997, and the related
statements of operations, changes in stockholders' equity and cash flows for the
period from March 6, 1996 (date of incorporation) through August 31, 1996, for
the ten months ended June 30, 1997 and for the period from March 6, 1996 (date
of incorporation) through June 30, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements enumerated above present fairly, in all
material respects, the financial position of Conserver Corporation of America at
June 30, 1997 and the results of its operations and its cash flows for the
period from March 6, 1996 (date of incorporation) through August 31, 1996, for
the ten months ended June 30, 1997 and for the period from March 6, 1996 (date
of incorporation) through June 30, 1997, in conformity with generally accepted
accounting principles.

As discussed in Notes I and J the Company is currently renegotiating the
Distribution Agreement with a view to reduce the pricing arrangements regarding
its cost of purchasing the Conserver 21(TM) packets and to modify the
manufacturing arrangements. Should a favorable outcome of such negotiation not
be achieved or the agreement were to terminate as a result of a material breach,
the Company could be without its current line of business of marketing Conserver
21 and its results of operations would be adversely affected.

/s/ Richard A. Eisner & Company, LLP
------------------------------------
Richard A. Eisner & Company, LLP

New York, New York
August 28, 1997

With respect to Note D
September 24, 1997

With respect to Notes K[2] and [5]
October 2,  1997

With respect to Notes K[10]
October 3, 1997

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                                    CONSERVER CORPORATION OF AMERICA

   
Date: October 17, 1997              By: /s/ Charles H. Stein
                                        --------------------------------------
                                        Charles H. Stein
                                        Chairman of the Board, Chief Executive
                                        Officer and President
    
         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
in the capacities and on the dates indicated.
   
<TABLE>
<CAPTION>
            Signature                                  Title                             Date
            ---------                                  -----                             ----
<S>                                       <C>                                        <C>
     /s/ Charles H. Stein
----------------------------------        Chairman of the Board, Chief Executive     October 17, 1997
         Charles H. Stein                 Officer and President                 
                                          (Principal Executive Officer)         

    /s/ Miles R. Greenberg
----------------------------------        Chief Financial Officer                    October 17, 1997
        Miles R. Greenberg                (Principal Financial Officer and Chief
                                          Accounting Officer)

     /s/ James V. Stanton
----------------------------------        Vice Chairman and Director                 October 17, 1997
         James V. Stanton

      /s/ Brian J. Bryce
----------------------------------        Director                                   October 17, 1997
          Brian J. Bryce

        /s/ Jay M. Haft
----------------------------------        Director                                   October 17, 1997
            Jay M. Haft


----------------------------------        Director
        Michael Jay Scharf
</TABLE>