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: July 7, 1997


                  TELECONFERENCING SYSTEMS INTERNATIONAL, INC. 
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



     Colorado                       0-13313                  36-3296861
---------------                   ------------           -------------------
(State or other                   (Commission              (IRS Employer
jurisdiction of                   File Number)           Identification No.)
incorporation)


                                                              
P.O. Box 4197, Englewood, CO                                         80155-4197
------------------------------                                       ----------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code 303-761-8829
                                                   ------------

Not Applicable
--------------
(Former name or former address, if changed since last report.)




<PAGE>



Item 1.  Changes in Control of Registrant
         --------------------------------

         None.

Item 2.  Acquisition or Disposition of Assets
         ------------------------------------

         None.

Item 3.  Bankruptcy or Receivership
         --------------------------

         None.

Item 4.  Changes in Accountants
         ----------------------

     Hein + Associates LLP,  formerly CPA's for the Company,  were terminated by
the Company as auditor in 1997.  Gaylen Hansen,  CPA was engaged in June 1997 as
auditor for Company.

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope of procedure,  which disagreements if not resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The audit report by Hein + Associates LLP for the year ended June 30, 1994,
contained an opinion which included a paragraph discussing uncertainties related
to continuation of the Registrant as a going concern.

     The decision to change  accountants  was approved by the Board of Directors
as the registrant has no audit committee.

Item 5.  Other Events
         ------------

         Not Applicable.

Item 6.  Resignation of Directors
         ------------------------

         Not Applicable.

Item 7.  Financial Statements Pro Forma Financial & Exhibits
         ---------------------------------------------------

         Not Applicable.




<PAGE>


Exhibits

         None.

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.

Date: July 7, 1997                  TELECONFERENCING SYSTEMS INTERNATIONAL, INC.


                                    By  /S/  KEITH SHWAYDER
                                        --------------------------------------- 
                                          Keith Shwayder, President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3650}]
{"company-data": {"conformed-name": "TELECONFERENCING SYSTEMS INTERNATIONAL INC", "cik": "0000754435", "assigned-sic": "3661", "irs-number": "363296861", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13313", "film-number": "97637512"}, "business-address": {"street1": "PO BOX 4197", "city": "ENGLEWOOD", "state": "CO", "zip": "80155-4197", "phone": "3037618829"}, "mail-address": {"street1": "PO BOX 4197", "city": "ENGLEWOOD", "state": "CO", "zip": "80155-4197"}}
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: July 7, 1997

                  TELECONFERENCING SYSTEMS INTERNATIONAL, INC. 
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Colorado                       0-13313                  36-3296861
---------------                   ------------           -------------------
(State or other                   (Commission              (IRS Employer
jurisdiction of                   File Number)           Identification No.)
incorporation)

                                                              
P.O. Box 4197, Englewood, CO                                         80155-4197
------------------------------                                       ----------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code 303-761-8829
                                                   ------------

Not Applicable
--------------
(Former name or former address, if changed since last report.)
Item 1.  Changes in Control of Registrant
         --------------------------------

         None.

Item 2.  Acquisition or Disposition of Assets
         ------------------------------------

         None.

Item 3.  Bankruptcy or Receivership
         --------------------------

         None.

Item 4.  Changes in Accountants
         ----------------------

     Hein + Associates LLP,  formerly CPA's for the Company,  were terminated by
the Company as auditor in 1997.  Gaylen Hansen,  CPA was engaged in June 1997 as
auditor for Company.

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope of procedure,  which disagreements if not resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The audit report by Hein + Associates LLP for the year ended June 30, 1994,
contained an opinion which included a paragraph discussing uncertainties related
to continuation of the Registrant as a going concern.

     The decision to change  accountants  was approved by the Board of Directors
as the registrant has no audit committee.

Item 5.  Other Events
         ------------

         Not Applicable.

Item 6.  Resignation of Directors
         ------------------------

         Not Applicable.

Item 7.  Financial Statements Pro Forma Financial & Exhibits
         ---------------------------------------------------

         Not Applicable.
Exhibits

         None.

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.

Date: July 7, 1997                  TELECONFERENCING SYSTEMS INTERNATIONAL, INC.

                                    By  /S/  KEITH SHWAYDER
                                        --------------------------------------- 
                                          Keith Shwayder, President