As filed with the Securities and Exchange Commission on June 25, 1998

                                                      Registration No. _________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      TeleServices International Group Inc.
--------------------------------------------------------------------------------
               (Exact name of Company as specified in its charter)

            Florida                                      59-2773602
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

100 Second Avenue South, Suite 1000, St. Petersburg, Florida             33701
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                         TeleServices Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

            Robert P. Gordon, 100 Second Avenue South, Suite 1000,
                         St. Petersburg, Florida 33701
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (813) 895-4410
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                  Proposed maximum        Proposed maximum
  Title of securities        Amount to be          offering price        aggregate offering          Amount of
   to be registered           registered              per share                price           registration fee (1)
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                <C>                        <C>
     Common Stock,
 $.0001 Par Value (2)          8,000,000                $.25               $2,000,000.00              $590.00
===================================================================================================================
        Totals                 8,000,000                                   $2,000,000.00              $590.00
===================================================================================================================
</TABLE>



<PAGE>


(1)  The fee with respect to these shares has been  calculated  pursuant to Rule
     457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
     as amended, and based upon the average of the bid and asked price per share
     of the  Company's  common stock on a date within five (5) days prior to the
     date of filing of this Registration  Statement, as reported on the National
     Association of Securities Dealers, Inc. Electronic Bulletin Board.

(2)  To be issued,  at the sole discretion of the Company,  as direct shares, or
     shares  underlying  options  granted  to  and  to  be  granted,  under  the
     TeleServices Stock Option Plan (the "Plan").



<PAGE>



                      REGISTRATION OF ADDITIONAL SECURITIES

         In  accordance  with General  Instruction  E of Form S-8,  TeleServices
International Group Inc. (the "Registrant") is registering  additional shares of
common stock pursuant to the  TeleServices  Stock Option Plan (the "Plan").  The
Registrant currently has an effective  registration  statement filed on Form S-8
relating  to the Plan  which  registered  securities  of the same class as those
being registered  herewith,  File No.  333-52271,  filed with the Securities and
Exchange  Commission  on May 8, 1998,  and which  prior  registration  statement
included a reoffer  prospectus.  The Registrant  incorporates  by reference into
this registration  statement the contents of its earlier registration  statement
on  Form  S-8  (Registration  No.  333-52271); provided, however, that a revised
reoffer  prospectus  is  being filed herewith, which supercedes and replaces the
earlier reoffer prospectus as of the date hereof.

         The number of shares of common stock  authorized to be issued under the
Plan  is  20,000,000.  The  prior  registration  statement  filed  on  Form  S-8
(Registration No. 333-52271) registered an initial 12,000,000  shares authorized
to be issued under the Plan. This registration statement registers the remaining
8,000,000 shares authorized to be issued under the Plan.


Exhibits.

         Exhibit Number        Description

              4.1              The  Company's  Articles  of   Incorporation,  as
                               amended,  which  define  the rights of holders of
                               the   equity   securities    being    registered.
                               (Incorporated by  reference to Exhibit 3.5 to the
                               Company's  Form  10-QSB  for  the  quarter  ended
                               March 31, 1997.)

              4.2              The  Company's  Bylaws,  as amended, which define
                               the  rights  of  holders of the equity securities
                               being  registered.  (Incorporated by reference to
                               Exhibit  3.3  to  the Company's Current Report on
                               Form 8-K dated October 17, 1996 and filed October
                               23, 1996.)

              5.7              Opinion  of  Counsel,  Futro  & Trauernicht, LLC.
                               (Filed herewith.)

              10.3             TeleServices Stock Option Plan.  (Incorporated by
                               reference  to  Exhibit  10.3   to  the  Company's
                               Registration  Statement of Form S-8, Registration
                               No. 333-52271, filed May 8, 1998.)

              23.15            Consent  of  Schumacher   &   Associates,   Inc.,
                               Certified Public Accountants. (Filed herewith.)

              23.16            Consent  of    Futro    &    Trauernicht,    LLC.
                               (Included in Exhibit 5.7.)



<PAGE>




                      TELESERVICES INTERNATIONAL GROUP INC.

                             UP TO 12,214,710 SHARES
                         COMMON STOCK, $.0001 PAR VALUE


     Up to  11,694,710  shares of Common Stock may be reoffered  and resold on a
     continuous or delayed basis in the future by the Selling Security  Holders,
     each of whom are deemed or may be deemed (if  unknown to the Company at the
     date of this  Prospectus)  to be  affiliates  of the Company.  See "Selling
     Security  Holders."  The Company will not receive any of the proceeds  from
     the sale of shares by the Selling Security Holders. The Company is required
     to file reports pursuant to Section 15(d) of the Securities Exchange Act of
     1934. The Company's Common Stock is traded on the Over-the-Counter Bulletin
     Board of the National  Association  of Securities  Dealers,  Inc. under the
     trading  symbol  "TSIG." On June 23, 1998, the closing bid and asked prices
     were $.25 and $.25 per share, respectively.

               SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
                   SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
                            THE SECURITIES OFFERED HEREBY.


                                   ----------------



     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
     AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION,  NOR HAS THE
     SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION
     PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
     TO THE CONTRARY IS A CRIMINAL OFFENSE.

     NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE ANY  INFORMATION OR MAKE ANY
     REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND IF GIVEN
     OR MADE,  SUCH  INFORMATION  OR  REPRESENTATION  MUST NOT BE RELIED UPON AS
     HAVING BEEN  AUTHORIZED.  THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO
     SELL OR A  SOLICITATION  OF AN OFFER  TO BUY ANY  SECURITY  OTHER  THAN THE
     SHARES OFFERED BY THIS  PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF
     AN OFFER TO BUY THE SHARES IN ANY  JURISDICTION TO ANY PERSON TO WHOM IT IS
     UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH  JURISDICTION.  NEITHER
     THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
     CIRCUMSTANCES  CREATE ANY IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE
     AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN
     IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.







                  THE DATE OF THIS PROSPECTUS IS JUNE 25, 1998.

<PAGE>


                  AVAILABLE INFORMATION AND CERTAIN DEFINITIONS

         All  references  herein to the  "Company" or the  "Registrant"  include
TeleServices  International  Group Inc. and its  subsidiaries.  The Company is a
reporting  company subject to the  informational  requirements of the Securities
Exchange Act of 1934 (the "Exchange  Act") and, in accordance  therewith,  files
reports,  proxy  statements and other  information (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). The Company has filed
with the Securities and Exchange Commission,  450 5th Street, N.W.,  Washington,
D.C.  20549,  a  registration  statement  on Form  S-8,  of which  this  reoffer
prospectus is a part (herein, together with all amendments and exhibits thereto,
the  "Registration  Statement")  under the  Securities  Act of 1933, as amended,
regarding  the shares of the  Company  offered.  As  permitted  by the rules and
regulations  of the  Commission,  this  Prospectus  omits  certain  information,
exhibits, and undertakings contained in the Registration  Statement.  Statements
contained  in  this  Prospectus  concerning  the  provisions  of  documents  are
necessarily  summaries of such documents and each such statement is qualified in
its entirety by reference to the copy of the applicable  document filed with the
Commission.  For further information  regarding the Company and the Common Stock
offered  hereby,  reference  is hereby made to the  Registration  Statement  and
exhibits thereto. Copies of the Registration  Statement,  including the exhibits
thereto,  and the 1934 Act Filings,  can be  inspected  and copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, Washington, D.C. 20549,
at prescribed  rates. The Commission also maintains a web site on the World Wide
Web  that  contains  reports,   proxy  and  information   statements  and  other
information  regarding registrants that file electronically with the Commission,
including the Company, and the address is http://www.sec.gov.

         This Prospectus  constitutes a revised reoffer prospectus in connection
with the  reoffer  and  resale of  certain  Control  Securities  (as  defined in
Instruction C of Form S-8) issuable  pursuant to the  TeleServices  Stock Option
Plan.  This Prospectus  supercedes and replaces the earlier  reoffer  prospectus
filed with  a  registration  statement  on Form S-8, Registration No. 333-52271,
filed on May 8, 1998.

                        DISCLOSURE OF COMMISSION POSITION
                ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors,  officers and
controlling  persons of the small  business  issuer  pursuant  to the  foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

         In the event that a claim for indemnification  against such liabilities
(other than the  payment by the small  business  issuer of expenses  incurred or
paid by a director,  officer or controlling  person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy as expressed  in the Act and will  governed by the final
adjudication of such issue.


<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents are incorporated into this reoffer  prospectus
by reference and made a part hereof: (i) contents of the Company's  Registration
Statement on Form S-8, being filed with the  Securities and Exchange  Commission
concurrently  herewith,  of which this reoffer  prospectus  is a part;  (ii) the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, and
the  consolidated  financial  statements  and schedules of the Company  included
therein, audited by Schumacher & Associates, Inc., Certified Public Accountants,
as set forth in their report with respect  thereto;  and (iii) all other reports
filed  pursuant to Section  13(a) or 15(d) of the  Exchange Act since the end of
the fiscal year covered by the Form 10-KSB referred to above.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
the filing of any post-effective  amendment to the Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold shall be deemed to be incorporated in the
Registration  Statement and this Prospectus by reference and to be a part hereof
from the date of filing of such documents.

         Any statement contained in the Registration  Statement, in a supplement
to the Registration  Statement or in a document incorporated by reference herein
shall be deemed to be modified or  superseded  for purposes of the  Registration
Statement and this reoffer  prospectus to the extent that a statement  contained
herein or in any subsequently filed supplement to the Registration  Statement or
in any document that is subsequently  incorporated by reference  herein modifies
or supersedes such statement.  Any statement so modified or superseded shall not
be deemed,  except as so modified or  superseded,  to  constitute  a part of the
Registration Statement and this reoffer prospectus.



                                   PROSPECTUS
                                TABLE OF CONTENTS


AVAILABLE INFORMATION AND CERTAIN DEFINITIONS..................................2
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION...........................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................2
PROSPECTUS SUMMARY.............................................................4
RISK FACTORS...................................................................8
SELLING SECURITY HOLDERS......................................................11
PLAN OF DISTRIBUTION..........................................................12
DESCRIPTION OF SECURITIES TO BE REGISTERED....................................12
INTERESTS OF NAMED EXPERTS AND COUNSEL........................................12
 


<PAGE>


                               SUMMARY INFORMATION

         The following summary  information  should be read in conjunction with,
and is qualified in its entirety  by, the  detailed  information  and  financial
statements  and  related  notes  thereto  appearing  either  elsewhere  in  this
Prospectus  or included in the Annual  Report on Form 10-KSB for the fiscal year
ended  December 31, 1997,  and any other reports filed pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Form  10-KSB,  which are  incorporated  herein by  reference.  Unless  otherwise
indicated,  all  references  in  this  Prospectus  to  the  "Company"  refer  to
TeleServices International Group Inc. and its subsidiaries.

THE COMPANY

         Overview

         The  Registrant  is an provider  of global  teleservices  to  companies
focused on selling  products  and  services  through  toll-free  numbers and the
Internet.  Services  offered by the  Registrant  include  telephone  sales/order
capturing,  customer  service and product  support,  assistance with billing and
other inquiries, as well as direct response advertising.

         The Registrant's  primary subsidiary,  Visitors Services  International
Corp. (formerly Visitors Services,  Inc.) was formed under the laws of the State
of Florida in November 1992 as a teleservices company specializing in the travel
and tourism segment,  providing automated hotel and airline reservation services
on an outsourced basis.  VSI's customers include Convention and Visitors Bureaus
("CVB"),  ski resorts,  airlines,  and golf schools. VSI provides a computerized
reservation system and incentive-motivated, multi-lingual destination counselors
who are accessible to leisure travelers via specific  toll-free  telephone lines
operating 24 hours a day, 365 days a year.

         History of the Company

         TeleServices  International  Group  Inc.  (formerly  Visitors  Services
International  Corp. and Dynasty Capital  Corporation)  (the  "Registrant",  the
"Company" or "TSIG") was a development stage enterprise formed under the laws of
the State of Florida to evaluate,  structure and complete a business combination
in the form of a merger with, or acquisition of, prospects consisting of private
companies,  partnerships or sole proprietorships.  The Registrant sold 2,500,000
units of $.0001 par value Common Stock  ("Common  Stock") at $.02 per unit,  for
total proceeds of $50,000 in a public offering which closed on June 8, 1987. The
Company was formed for the purpose of seeking potential  business  opportunities
in the  form  of  the  acquisition  of an  existing  business  that  has  profit
potential.

         Acquisition of Visitors Services International Corp. 
         (formerly Visitors Services, Inc.)

         On September  26, 1996,  Registrant  executed an Agreement  and Plan of
Reorganization   ("Agreement")  with  Visitors  Services   International  Corp.,
formerly  Visitors  Services,  Inc.  ("VSI"),  and certain  Stockholders of VSI,
pursuant to which a minimum of 80% of the issued and  outstanding  shares of VSI



<PAGE>


were to be exchanged on a one share for one share basis for shares of restricted
stock of the Registrant,  after the Registrant  effect a 14.4 to 1 reverse stock
split of the shares outstanding before the date of the Agreement from 10,801,000
shares down to 750,093  shares (in lieu of any  fractional  shares  created as a
result of the reverse stock split,  each holder of a fractional share was issued
one additional whole share). The Closing Date of the Agreement was September 27,
1996,  when the  Registrant's  reverse  stock  split was  effected  and  certain
Stockholders  of VSI  holding  at least  80% of the  outstanding  shares  of VSI
executed the  Agreement.  The  "Exchange  Offer" was  extended to the  remaining
shareholders  of VSI, all of whom accept the offer.  The Exchange Offer was made
in accordance  with Rule 506 of Regulation D of the  Securities  Act of 1933, as
amended, or such other appropriate and available exemption(s).  By virtue of the
reorganization,  VSI became a subsidiary  of the  Registrant.  The  transactions
described in the Agreement are referred to as the "Reorganization."

         Significant Developments During Fiscal 1997

         A.  Acquisition  of  Assets  of  International   Reservation  Services,
Limited  ("IRSL").  The  Registrant,  through  a  subsidiary  corporation,  VSI,
acquired  and  took  possession  of  all the assets of International Reservation
Services,  Limited ("IRSL") on January 21,  1997,  to utilize all such assets to
operate the  former business of IRSL as the business of VSI. VSI acquired  these
assets from IRSL as a result of a bankruptcy proceeding of IRSL.

         IRSL filed a voluntary  petition for relief  under  Chapter 11 of Title
11, USC, in the United States  Bankruptcy Court - District of Connecticut,  case
number  96-51396,  on August 21, 1996.  VSI was granted  first  priority lien on
IRSL's assets, by replacing U.S. Transportation Systems, Inc. ("USTS") as senior
lender to IRSL, when VSI paid to USTS the amount of $388,737.25,  on January 20,
1997.  Pursuant  to  Section  9-505 of the  Uniform  Commercial  Code,  VSI took
possession  and title to all of IRSL's assets,  free and clear of liens,  claims
and  encumbrances on January 21, 1997 in accordance with the Court's Order dated
January 17, 1997, which Order permitted VSI to act as a "Replacement  Lender" in
the  bankruptcy  proceeding by paying the debts owed by IRSL to USTS and thereby
succeeding  to all  right,  title,  and  interest  of USTS in and to any and all
claims  against  IRSL  and any and  all  collateral  securing  such  claims  and
succeeding  to all the  rights of USTS,  including  the right to take  immediate
possession of all assets.  VSI also paid $184,000 to the Connecticut  Department
of  Development  ("DED") on January 20, 1997,  to remove the DED's secured claim
lien on IRSL assets.

         The funds paid by the Registrant in this acquisition were loaned to the
Registrant by Robert P. Gordon,  who is the Chairman and a major  shareholder of
the Registrant.

         The assets of IRSL consist primarily of equipment, account receivables,
customer  contracts and the rights to approximately  one hundred "800" telephone
numbers. The Registrant intends to utilize all such assets to operate the former
business of IRSL as the business of VSI. The  business,  which began in 1992, is
as a  destination  database  marketing  service  company,  specializing  in  the
provision of a  centralized  nationwide  lodging  reservation  service and other
travel related services.  The business acts as a "transparent"  service provider
appearing  to  customers  calling  on  dedicated  800  telephone  numbers as the
regional  tourism  agency,   hospitality  association,   or  commercial  tourism


<PAGE>


organization  that it has  contracted  with to provide the  central  reservation
service  for.  The  business  provides  the booking  service  seven days a week,
twenty-four hours a day, and all reservation requests are responded to with live
agents.  Revenues  from the  business are derived from a booking fee paid by the
lodging  properties for completed stays. The business also books airline tickets
for travelers making lodging reservations, as well as auto rentals.

         B.  Acquisition  and  Disposition  of  GuaranTEE  Time,  Inc.  ("GTT").
The  Registrant acquired all of the outstanding capital stock of GuaranTEE Time,
Inc.  ("GTT")  on February 24, 1997,  in exchange for restricted common stock of
the Registrant.  Initially  100,000  shares  of the  Registrant  were  issued to
the selling shareholders of GTT in exchange for their 100% interest in GTT.

         GTT was founded in 1995 with the idea of providing  automated  tee-time
scheduling for daily-fee golf courses and their  customers.  The strategy was to
provide  the  courses in a given  area with a  computerized  tee-sheet  and then
connect these courses via a local network that would allow golfers to schedule a
tee-time at any participating course by calling one centralized number.

         The Registrant  disposed of  substantially  all of the assets of GTT on
October  3,  1997,  following  a sale  by GTT  (as  seller)  to  Guarantee  Time
Acquisitions, Inc., an unaffiliated third-party (the "Buyer").

         Consideration  received by the  Registrant  and GTT in the  transaction
consisted  of the  following:  $30,000 in earnest  money plus  $436,012 in cash;
Buyer's promissory note in the amount of $150,000; Buyer's assumption of certain
payments aggregating $35,000; and Buyer's assumption of certain liabilities,  up
to an aggregate of $433,000.  The  Registrant and GTT agreed not to compete with
the Buyer for a period of three years in the  business  of tee-time  reservation
services.

         In connection with the transaction,  the Registrant  granted to Buyer a
right to purchase 50,000 shares of restricted common stock of the Registrant, at
an exercise price of $1.00 per share, on or before September 30, 2000.

         As part of the original  acquisition  agreement,  the Registrant agreed
that up to an  additional  500,000  shares  of  restricted  common  stock of the
Registrant may be issued to the selling  shareholders of GTT over the next three
years if GTT's net income exceeds certain  projections over that period of time.
As a result of the sale of assets,  because the original selling shareholders of
GTT have been  precluded  from receiving  additional  shares,  the Registrant is
currently  negotiating  settlement  of this  matter  with the  original  selling
shareholders of GTT.

         Recent Changes

         Effective June 8, 1998, the Registrant acquired a 6% equity interest in
a privately-held company called Teleservices Holdings Corporation  ("Holdings"),
in exchange  for 1) the  Registrant's  waiver of any interest it may have had in
acquiring  five  companies  which  Holdings  intends  to  acquire;  and  2)  the
Registrant's  release of four persons from their  obligations  to the Registrant
under their respective employment and consulting contracts. Holdings also agreed
to change its  corporate  name to a name  dissimilar  from  "teleservices."  The
transaction was approved by the disinterested  members of the Board of Directors
of the Registrant.


<PAGE>


         The  Registrant's  interest  consists  of  600,000  shares  of Series A
Preferred  Stock of Holdings,  which  represents  approximately a 6% interest in
Holdings on a fully-diluted basis. The shares are convertible into common stock,
and have a liquidation preference of $1.57 per share, or $942,000 in total.

         As part of the  transaction,  certain  individuals  resigned from their
positions with the Registrant and its  subsidiaries:  Stephen G. McLean resigned
as a  director  and as  Chief  Executive  Officer  of  the  Registrant  and  its
subsidiaries;  Raymond P.  Wilson  resigned  as Chief  Financial  Officer of the
Registrant and its subsidiaries and as President and Chief Financial  Officer of
the Registrant's  subsidiary,  Visitors Services  International Corp.; Robert C.
Gust  resigned as a  consultant;  and Kevin N. Blayne  resigned as a consultant.
These  individuals  will join  Holdings as employees  and will  receive,  in the
aggregate, a minority equity interest in Holdings.

         Robert P. Gordon,  Chairman of the Registrant,  will temporarily assume
the  duties of Chief  Executive  Officer  and  Chief  Financial  Officer  of the
Registrant and its subsidiaries until permanent replacements are named.

         The following individuals were added to the management team:

         Alyce A.  Cucurullo,  who has served as a management  consultant to the
Company since April of 1998, will become the Company's Chief Operating  Officer.
She has an established  track record in the teleservices  sector with experience
in Call Center Operations,  Sales and Account Management,  Information  Systems,
Accounting   and  Finance,   Human   Resources  and  Purchasing  and  Facilities
Management.  Previously, Ms. Cucurullo served as Executive Vice President, Chief
Operations  Officer and Chief  Financial  Officer of IQI,  Inc.  from  1991-1997
(formerly,  Edward Blank  Associates,  Inc., the fifth largest  inbound/outbound
teleservices agency in the country). While at IQI, Ms. Cucurullo oversaw the day
to day operations,  while creating and executing an accelerated  growth strategy
that included the evaluation of potential  acquisitions,  the  re-engineering of
call center technology,  the construction and staffing of new call centers,  and
concluded with all activities  associated with the sale of the company. She also
served as the  primary  point of contact to  several of IQI's  larger  accounts,
including the largest account, AT&T.

         Catherine I. Krell,  who  has  served  as a marketing consultant to the
Company since August 1996, was named Vice President of Marketing Communications.
Ms. Krell has extensive marketing experience  in the  tourism,  hospitality  and
consumer products industries.  Her accomplishments include the repositioning and
marketing  of Los  Angeles to  increase  tourism,  the  repositioning  of Hilton
Hotels, and new product introductions for Warner Lambert,  Scott Paper Products,
and Hills Bros.  Coffee.  Ms. Krell has held senior  management  positions  with
major advertising  agencies in New York and Los Angeles,  McCann Erickson,  Inc.
and J.  Walter  Thompson.  She was  named  one of  twelve  Outstanding  Women in
Advertising  in the United  State by Adweek  magazine.  Ms. Krell headed her own
marketing consulting company, Marketing Directions, Inc.

         Timothy  J.   Heidemann  was  named  Vice   President  of  Call  Center
Operations.  He brings with him over 15 years of experience in teleservices call
center and direct  mail/direct  marketing channel  management.  Mr.  Heidemann's
track  record of  producing  optimal  performance  from call centers is a direct
result of his ability to combine  operational  expertise and strong motivational


<PAGE>


and  leadership  skills.  Mr.  Heidemann  consulted  to AT&T's  largest  inbound
clients,  including  Continental  Airlines,  Amoco  Motor  Club,  Mead  Data and
Thompson  Vacations.  He was  responsible for managing the center review process
for these clients and presenting and implementing the resulting  recommendations
relative to  workforce  management  and  overall  call  center  performance  and
profitability.  Mr.  Heidemann's  extensive  experience  includes  telemarketing
sales,  customer service,  channel and vendor management,  as well as "hands-on"
management of AT&T's largest  consumer  acquisition  telemarketing  program from
1994-1996.

         Jeannie  L.  Lewin  was  named  Vice  President Sales. Ms. Lewin has an
extensive  hotel  sales  background  with  over eleven year of experience in the
hospitality  industry.   Ms. Lewin  joined VSI as Regional Director of Sales for
the West Coast in November 1996. She has worked with nationally recognized hotel
chains such as Hyatt Hotels & Resorts, Marriott and Hilton Hotels. Ms. Lewin has
spent  five  years with Hyatt and most recently held the position of Director of
Sales  &  Marketing at the Hyatt Regency Alicante in Anahaim, CA. Ms. Lewin also
served as Director of Sales & Marketing at the Hyatt Newporter in Newport Beach,
CA  and  as  Associate  Director  of Sales for the Hyatt Regency Hilton Head, in
South  Carolina.  Ms.  Lewin  has worked closely with many Convention & Visitors
Bureaus and Tourism Development Councils on marketing committees and advertising
campaigns.  She is a member of Professional  Conference  Management  Association
(PCMA),  Meeting  Planner  International  (MPI),  and the  American  Society  of
Association Executives (ASAE).

         Richard E. Olson was named Vice President  Account  Management/Customer
Service. Mr. Olson had joined the wholly owned subsidiary,  VSI, in July 1995 as
Vice  President  of Sales.  Prior to that,  Mr.  Olson  served as Regional  Vice
President  for  the  International   Hotel  Academy,   responsible  for  account
development and revenue growth for The Grand Wailea Resort, Hotel and Spa, Maui,
and The Biltmore  Hotel,  Los Angeles.  In this role, Mr. Olson  developed sales
strategies,  systems  and  managed  the  sales  campaign.  Mr.  Olson's  diverse
experience  includes ten years of service with Hyatt  Hotels  Corporation.  Most
recently,  he served as Director of National  Accounts in the  Washington,  D.C.
Hyatt  National  Sales  Office  where he was the top revenue  producer.  In this
capacity,  his  responsibilities  included Convention and Group Sales for all 86
domestic Hyatt properties.


THE OFFERING

<TABLE>
<CAPTION>
  <S>                                                              <C>

   Common Stock offered by the Selling Security Holders             Up to 12,214,710 Shares

   Shares of Common Stock Outstanding as of June 24, 1998           43,963,030

   Use of Proceeds                                                  The Company will not receive any
                                                                    proceeds from the sale of shares by the
                                                                    Selling Security Holders

   Over-the-Counter Bulletin Board Symbol                           TSIG
</TABLE>


<PAGE>


                                  RISK FACTORS

THE  COMPANY'S  SECURITIES  INVOLVE A HIGH  DEGREE OF RISK,  INCLUDING,  BUT NOT
LIMITED  TO,  THE  FACTORS  DESCRIBED  BELOW.  AN  INVESTMENT  IN THE  COMPANY'S
SECURITIES  SHOULD BE MADE ONLY BY PERSONS WHO CAN AFFORD A LOSS OF THEIR ENTIRE
INVESTMENT.  INVESTORS  SHOULD  CONSIDER  CAREFULLY THE  FOLLOWING  RISK FACTORS
INHERENT IN AND AFFECTING THE BUSINESS OF THE COMPANY.

         No Assurance  of  Profitability;  Highly  Speculative  Investment.  The
Company has been operating at a loss since  inception,  and there is little upon
which to base an assumption that the Company's plans will either  materialize or
prove successful, and, accordingly, there can be no assurance of whether or when
operations will become profitable.

         History  of  Operating  Losses;  Working  Capital  Deficit;   Financial
Instability.  For the fiscal year ended December 31, 1997, the Company sustained
a net loss of approximately  $18,042,742.  These losses are expected to continue
for a presently  undetermined  time.  As of December 31,  1997,  the Company had
negative   stockholders'  equity  of  $5,193,925,   an  accumulated  deficit  of
$26,066,383 and a working capital deficit of $5,597,256.  As of the date hereof,
the Company has earned limited operating revenues. Various factors affecting the
Company's  operations may raise substantial doubt as to the Company's ability to
continue as a going concern.  There can be no assurance that the Company will be
able  to  continue  as a  going  concern  or  achieve  sustainable  revenues  or
profitable operations.

         Additional  Funding  Required.  The  Company's  business  will  require
substantial investment on a continuing basis to finance capital expenditures and
related  expenses  in pursuit of its  business  plan.  Furthermore,  there is no
assurance  that the  Company  will be able to generate  additional  capital on a
timely  basis  and on  satisfactory  terms  and  conditions  to meet its  future
financing  needs or to expand into  additional  markets.  In connection with the
further development of the Company's  business,  the Company anticipates that it
may need to raise additional funds through  subsequent  private placements which
will be exempt from  registration.  Any such additional  private placements will
not require prior  shareholder  approval,  and may be equity offerings of Common
Stock or Preferred  Stock  convertible  into Common Stock,  or debt offerings of
notes or  debentures  convertible  into Common  Stock.  Any  subsequent  private
placement of equity securities (i.e., stock) or debt securities convertible into
Common Stock would have the effect of  immediately  diluting the interest of the
then existing  shareholders  of the Company.  Furthermore,  the Company may also
grant registration rights to investors in subsequent private placements, if any.

         Acquisition  of Compact  Connection,  Inc. The Company has acquired the
business  and the assets of Compact  Connection,  Inc. (an  unaffiliated  Nevada
corporation), through the Company's wholly-owned subsidiary, Compact Connection,
Inc. (a Delaware  Corporation)  ("CCI"),  effective  at the close of business on
April 30, 1998,  pursuant to an Asset Purchase  Agreement  dated April 23, 1998.
Payment of the purchase price of 6,000,000 shares of Common Stock of the Company
is  contingent  on  satisfactory  completion  of a due  diligence  review by the
Company and an  independent  audit of the  financial  statements of the acquired
business.  The  acquired  assets  consist  primarily of  equipment,  distributor
contracts,  tradenames and trademarks, and goodwill. The business,  involves the
direct-music  marketing  of compact  disks and  cassettes,  through the use of a
music card, similar to a credit card or long-distance  calling card, that allows
purchasers of the card the ability to buy a specific  number of compact disks or


<PAGE>


cassettes from over 200,000 titles,  including the music  industry's  latest top
releases, at "below-retail" prices. Orders are taken over a toll-free number and
are delivered via mail. Music cards can be purchased  directly from the business
or from authorized  distributors.  In the event that the Company's due diligence
review or the audited financial  statements prove unsatisfactory to the Company,
the Company can "unwind"  the  transaction.  There can be no assurance  that the
Company's  due  diligence  review  or the  audited  financial  statements  prove
satisfactory;  and even if the  transaction  is not  "unwound,"  there can be no
assurance  that  the  operations  of CCI will be  profitable  or  result  in any
benefits to the Company.

         Technological   Obsolescence.    The   computer   software   field   is
characterized by rapid technological developments and advances,  particularly in
the travel  industry.  Although the Company believes that its computer system is
expected to be technically  and  economically  competitive and it is anticipated
that it will not become obsolete for the foreseeable future, it is possible that
intervening development of new technology and/or new systems could render all or
part of the Company's systems obsolete.

         Current  Litigation.  The Company and its  subsidiaries  are  currently
involved  in  several  litigation  matters.  The Form  10-KSB for the year ended
December  31,  1997,  and the Form 10-QSB for the quarter  ended March 31, 1998,
both incorporated herein by reference, provide summaries of these matters. There
can be no assurance that the outcome of any litigation  will be favorable to the
Company or its subsidiaries.

         Non-Exclusivity  and  Potential  Conflicts of Interests of Officers and
Directors.  Two of the Company's  Officers and  Directors,  Robert P. Gordon and
Paul W.  Henry,  are engaged in other  activities  and  endeavors,  and thus may
devote less than full time to the Company's activities. Because the Officers and
Directors may engage in operations  independent of the Company, their activities
may conflict with those of the Company.  In dealing with any potential conflicts
which  may arise as a result  of their  outside  activities,  the  Officers  and
Directors will attempt to conduct  themselves in accordance with their fiduciary
obligations to the Company.

         Reliance on Existing  Management;  Lack of "Key-Person" Life Insurance.
The Company's operations are presently dependent on the existing management. The
loss to the Company of one or more of its existing executive officers could have
a material  adverse effect on the Company's  business and results of operations.
The Company does not currently  maintain "key person" life insurance on the life
of any of its officers, directors, employees or consultants.

         Competition. The Company may be competing with other corporations which
have greater assets,  financial resources,  research and marketing capabilities.
No  assurance  can be given that the Company will be  successful  in meeting the
competition or in developing or marketing its products and services.

         Control  by  Officers,   Directors  and  Principal  Stockholders.   The
Company's current officers and directors  beneficially own a substantial portion
of the outstanding Common Stock. Because the Company's Articles of Incorporation
do not provide for cumulative voting, the holders of such a substantial interest
may be in a  position  to elect all of the  directors  if they  choose to do so.
Accordingly,  these  persons,  individually  and as a  group,  would  be able to
effectively  control the Company and direct its affairs and business,  including


<PAGE>


any  determination  with respect to the  acquisition or disposition of assets by
the  Company,  future  issuances  of  Common  Stock or other  securities  by the
Company,  declaration  of  dividends  on the Common  Stock,  and the election of
directors. Such concentration of ownership may also have the effect of delaying,
deferring, or preventing a change in control of the Company.

         Indemnification and Limitation of Directors'  Liability.  The Company's
Bylaws provide that the Company shall  indemnify in the manner and to the extent
permitted by law, any person (or that person's testator or intestate  successor)
made or  threatened  to be made a party to any  action  or  proceeding,  whether
domestic or foreign, civil or criminal,  judicial or administrative,  or federal
or state, by reason of the fact that the person was a director or officer of the
Company or served any other  corporation  in any  capacity at the request of the
Company.  Further, the Company has entered into agreements with several officers
and directors of the Company and its subsidiaries, and may enter into agreements
with  additional  officers and  directors,  to  indemnify  and hold such persons
harmless,  to the  maximum  extent  permitted  by law in the event any claims or
legal  actions  are  brought  against  such  person  arising  out of his acts or
decisions  done or made in the authorized  scope of such person's  employment or
position with the Company.

         The  General   Corporation  Law  of  Florida  eliminates  the  personal
liability  of its  directors  to the Company or its  stockholders  for  monetary
damages for breach of fiduciary duty of loyalty and care as a director,  unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes:  (i) a
violation of criminal law,  unless the director had reasonable  cause to believe
his  conduct  was lawful or had no  reasonable  cause to believe his conduct was
unlawful;  (ii) a transaction from which the director derived an improper person
benefit,  either  directly or  indirectly;  (iii) a  circumstance  under which a
director votes for or assents to an unlawful distribution;  (iv) in a proceeding
by or in the right of the  Company to procure a judgment  in its favor or in the
right  of a  shareholder,  conscious  disregard  for the best  interests  of the
Company,  or willful  misconduct;  or (v) in a proceeding  by or in the right of
someone other than the Company or a shareholder with,  recklessness or an act of
omission  which was  committed  in bad faith or with  malicious  purpose or in a
manner  exhibiting  wanton and  willful  disregard  of human  rights,  safety or
property.

         The Company has been advised that it is the position of the  Securities
and Exchange Commission that insofar as the foregoing  provisions may be invoked
to disclaim  liability for damages  arising under the Act, that such  provisions
are  against   public   policy  as  expressed  in  the  Act  and  are  therefore
unenforceable.

         Preferred Stock. The Company's Articles of Incorporation  authorize the
Company to issue 10,000,000 shares of Preferred Stock, $.001 par value. None are
issued as of the date of this Reoffer  Prospectus.  The  Preferred  Stock may be
divided into and issued in one or more series as may be determined by resolution
of the Board of  Directors.  The Board of Directors is  authorized,  without any
further action by the  shareholders,  to determine  dividend rates,  liquidation
preferences,  redemption provisions, sinking fund provisions, conversion rights,
voting rights, and other rights, preferences, privileges and restrictions of any
wholly unissued series of Preferred Stock and the number of shares  constituting



<PAGE>


any such series.  In addition,  such  Preferred  Stock could have other  rights,
including  voting and  economic  rights  senior to the Common  Stock so that the
issuance of such stock  could  adversely  affect the market  value of the Common
Stock.  The creation of one or more series of Preferred  Stock also may have the
effect of delaying,  deferring or  preventing a change in control of the Company
without any action by shareholders.

         Limited Public Market for Common Stock.  The Company believes there has
been only limited trading in the Company's  Common Stock.  There is no assurance
that  the  Common  Stock  will  continue  to be  publicly  tradable  or that any
liquidity exists for the Company's shareholders.

         No Dividends on Common Stock and None  Anticipated.  The payment by the
Company of cash  dividends,  if any,  to  holders of Common  Stock in the future
rests within the  discretion  of its Board of Directors  and will depend,  among
other things,  upon the Company's  earnings,  its capital  requirements  and its
financial condition, as well as other relevant factors. The Company has not paid
or declared any cash  dividends upon its Common Stock since its inception and by
reason of its present  financial  status and its  contemplated  future financial
requirements  does not contemplate or anticipate  making any cash  distributions
upon its Common Stock in the foreseeable future.

         Future Issuances of Common Stock Pursuant to Non-Statutory Stock Option
Plans,  Non-Plan Options,  Warrants and Contingent Stock Issuances.  The Company
has in effect three separate  non-qualified stock option plans which,  combined,
initially  reserved for issuance up to 40,000,000 shares of the Company's Common
Stock, for the benefit of officers, directors,  employees and consultants of the
Company  and  its  subsidiaries.  As of the  date of  this  Reoffer  Prospectus,
approximately 18,888,449 shares of Common Stock remain reserved for issuance and
approximately 12,689,193 of these shares are currently under option. The Company
also currently has outstanding  non-plan options,  warrants and other contingent
commitments to issue an aggregate  of  approximately 21,460,693 shares of Common
Stock (this amount includes 6,000,000 shares proposed to be issued in connection
with the  acquisition  of Compact  Connection,  Inc. - see the above risk factor
captioned "Acquisition of Compact Connection,  Inc.").  Additional securities or
options to acquire  securities  of the  Company  may be issued or granted at any
time by the Board of  Directors,  in most cases  without  requiring  shareholder
approval. The issuance of additional shares will have the effect of diluting the
percentage ownership of the then existing shareholders.

         Future Sales of Common Stock by Management and Others.  Future sales of
Common Stock by management  and others may be made pursuant to and in compliance
with the provisions of Rule 144 of the  Securities  Act of 1933, as amended.  In
general,  under Rule 144, a person who has satisfied a one-year  holding  period
may, under certain circumstances, sell within any three-month period a number of
shares which does not exceed the greater of one percent of the then  outstanding
shares of Common Stock or (if  qualified)  the average  weekly trading volume in
shares during the four calendar weeks  immediately  prior to such sale. Rule 144
also  permits  under  certain  circumstances,  the sale of  shares  without  any
quantity or other  limitation by a person who is not an affiliate of the Company
and who has satisfied a two-year  holding  period.  In addition,  management and
others  have  acquired  and may  acquire  in the future  shares of Common  Stock
registered on Form S-8,  which shares may be sold,  subject to  compliance  with
state securities laws, by non-affiliates without restriction,  and by affiliates



<PAGE>



(including management) either (i) pursuant to Rule 144 but without regard to the
holding period or (ii) pursuant to an effective reoffer prospectus filed for the
Form S-8.  Future sales of Common  Stock may have an adverse  effect on the then
prevailing  market price,  if any, of the Common Stock and adversely  affect the
Company's  ability to obtain future  financing in the capital markets as well as
create a potential market overhang.


                            SELLING SECURITY HOLDERS

         The following  table sets forth all persons  eligible to resell and the
amounts  of  securities  available  to be  resold,  if known at the date of this
Prospectus,  whether  or not they have a present  intent to do so.  Reoffer  and
resales of the following securities may be made on a continuous or delayed basis
in the future. The shares of Common Stock being registered hereunder for reoffer
and resale are defined as control securities and have been or may be acquired by
the  Selling  Security  Holders,  each of whom are deemed or may be deemed to be
affiliates of the Company, pursuant to the TeleServices Stock Option Plan.

<TABLE>
<CAPTION>

                                                                                                    Number and
Name and address of            Relationship with      Number of Shares     Number of Shares    Percentage of Shares
Selling Stockholder          Company within past     beneficially owned      which may be       beneficially owned
                                  three years       before the offering   offered for resale      after offering
-------------------          -------------------    -------------------   ------------------   --------------------

<S>                                  <C>                 <C>                   <C>                    <C> 
Robert P. Gordon                      (1)                 12,399,969            7,520,000 (2)          4,879,969
Suite 1000                                                                                                (8.69%)
100 Second Ave. South
St. Petersburg, FL 33701

Persons unknown to the                --                      --                4,694,710                   --
Company (3)                                                                                               

---------------------
</TABLE>


(1)    Robert P.  Gordon,  47, has served as the  Chairman and a Director of the
       Registrant  since September 26, 1996. Mr. Gordon founded the Registrant's
       subsidiary, VSI, in 1992.

(2)    Mr.  Gordon  individually owns 2,929,352 shares of the  Company's  Common
       Stock,  Elizabeth K. Gordon, his wife,  individually owns 1,409,857,  and
       they jointly own 698,750  shares.  Also included are 362,010 shares owned
       by Heaven  International,  Inc., which is controlled by Robert P. Gordon.
       On December 8, 1997, Mr. Gordon was granted a total of 7,000,000  options
       to purchase common stock under the Plan,  exercisable at $0.15 per share,
       expiring on December 31, 2002. The shares  underlying  these options were


<PAGE>



       registered for reoffer and resale pursuant to a reoffer  prospectus filed
       in conjunction with a  Form  S-8  Registration   Statement  (Registration
       No.  333-52271)  filed  on  May  8,  1998,  which  registered  12,000,000
       shares  issuable  under  the Plan.  All such options have been  exercised
       and  6,480,000  underlying shares have been sold  pursuant to the earlier
       reoffer  prospectus  by  Mr.  Gordon.  The  remaining  520,000 shares are
       included in this reoffer prospectus for possible reoffer and resale.

       On April 20, 1998, Mr. Gordon was granted an additional 7,000,000 options
       to purchase common stock under the Plan,  exercisable at $0.15 per share,
       expiring  on April 30,  2003.  The  shares  underlying  these  additional
       options are being  registered  hereunder for possible reoffer and resale,
       which may be made on a continuing or delayed basis in the future.  At the
       date of this  Prospectus,  Mr.  Gordon  has not  exercised  any of  these
       additional options.

(3)    As the names of any other  Selling  Security  Holders  and the amounts of
       securities to be reoffered  become known,  the Registrant will supplement
       this Prospectus with such information.


                              PLAN OF DISTRIBUTION

         Up to 11,694,710  of the shares of Common Stock  offered  hereby may be
sold by the Selling Security  Holders,  and may be offered  privately or through
the selling efforts of brokers or dealers unknown to the Registrant.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

         The  Company's  Articles  of  Incorporation,  as  amended,  included in
Exhibit 3.5 to the  Company's  Form 10-QSB for the quarter ended March 31, 1997,
and the Company's Bylaws,  as amended,  included in Exhibit 3.3 to the Company's
Current Report on Form 8-K dated October 17, 1996,  define the rights of holders
of the Common Stock being registered.  The securities to be registered hereunder
for reoffer and resale by the  Selling  Security  Holders are of the same class.
The Selling  Security  Holders  have or will  acquire the shares of Common Stock
pursuant to one of the Company's  employee's  and  consultant's  benefit  plans,
entitled the  "TeleServices  Stock Option  Plan," as may be amended from time to
time (the "Plan").  The shares to be issued  pursuant to the Plan and the shares
underlying  any  grant  of  option  thereunder  have  been  registered  with the
Securities and Exchange  Commission  under a Registration  Statement on Form S-8
(Registration No.  333-52271) filed on May 8, 1998, which registered  12,000,000
shares for issuance under the Plan, which contained a reoffer prospectus,  and a
subsequent  Registration  Statement on Form S-8 which  registered  an additional
8,000,000  shares for issuance  under the Plan,  of which this  revised  reoffer
prospectus is a part.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Futro & Trauernicht, LLC, Attorneys and Counselors at Law (the "Firm"),
has acted as counsel to the Company and has given its opinion as to the validity
of the securities  registered with the Registration  Statement hereunder,  which
opinion appears at Exhibit 5.7 thereto. The Firm, or members of the Firm, may in
the future be issued shares or options to purchase  shares pursuant to the Plan,
which shares of Common Stock may be  restricted  or  registered  pursuant to the
Registration Statement.


<PAGE>




                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement or amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of St. Petersburg,  State of Florida,  on the 25th
day of June, 1998.


                                     TELESERVICES INTERNATIONAL GROUP INC.



                                     By: /s/ Robert P. Gordon
                                         ---------------------------------
                                         Robert P. Gordon, Chairman


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.



                                     By: /s/ Robert P. Gordon
                                         --------------------------------
                                         Robert P. Gordon, Chairman,
                                         Interim Chief Financial
                                         Officer (principal accounting
                                         officer), Director

                                     Dated:  June 25, 1998


                                     By: /s/ Paul W. Henry
                                         --------------------------------
                                         Paul W. Henry, Secretary,
                                         Treasurer, Director

                                     Dated:  June 25, 1998



<PAGE>



                                  EXHIBIT INDEX



         Exhibit Number        Description
         --------------        -----------

              4.1              The  Company's  Articles  of   Incorporation,  as
                               amended,  which  define  the rights of holders of
                               the   equity    securities    being   registered.
                               (Incorporated by reference to Exhibit 3.5  to the
                               Company's  Form  10-QSB  for  the  quarter  ended
                               March 31, 1997.)

              4.2              The Company's Bylaws,  as amended,  which  define
                               the rights of holders of  the  equity  securities
                               being  registered.  (Incorporated by reference to
                               Exhibit 3.3 to the  Company's  Current  Report on
                               Form 8-K dated October 17, 1996 and filed October
                               23, 1996.)

              5.7              Opinion  of  Counsel,  Futro  & Trauernicht, LLC.
                               (Filed herewith.)

              10.3             TeleServices Stock Option Plan.  (Incorporated by
                               reference  to  Exhibit  10.3  to  the   Company's
                               Registration  Statement of Form S-8, Registration
                               No. 333-52271, filed May 8, 1998.)

              23.15            Consent   of   Schumacher   &  Associates,  Inc.,
                               Certified  Public  Accountants. (Filed herewith.)

              23.16            Consent of Futro & Trauernicht, LLC. (Included in
                               Exhibit 5.7.)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 59710}]
{"company-data": {"conformed-name": "TELESERVICES INTERNATIONAL GROUP INC", "cik": "0000808713", "assigned-sic": "6770", "irs-number": "592773602", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57701", "film-number": "98654086"}, "business-address": {"street1": "100 SECOND AVENUE SOUTH", "street2": "SUITE 1000", "city": "ST PETERSBURG", "state": "FL", "zip": "33701", "phone": "8138954410"}, "mail-address": {"street1": "100 SECOND AVENUE SOUTH", "street2": "STE 1000", "city": "ST PETERSBURG", "state": "FL", "zip": "33701"}, "former-company": [{"former-conformed-name": "VISITORS SERVICES INTERNATIONAL CORP", "date-changed": "19961023"}, {"former-conformed-name": "DYNASTY CAPITAL CORP", "date-changed": "19941026"}]}
As filed with the Securities and Exchange Commission on June 25, 1998

                                                      Registration No. _________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      TeleServices International Group Inc.
--------------------------------------------------------------------------------
               (Exact name of Company as specified in its charter)

            Florida                                      59-2773602
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

100 Second Avenue South, Suite 1000, St. Petersburg, Florida             33701
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                         TeleServices Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

            Robert P. Gordon, 100 Second Avenue South, Suite 1000,
                         St. Petersburg, Florida 33701
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (813) 895-4410
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed maximum
  Title of securities        Amount to be          offering price        aggregate offering          Amount of
   to be registered           registered              per share                price           registration fee (1)
-------------------------------------------------------------------------------------------------------------------
Common Stock,
 $.0001 Par Value (2)          8,000,000                $.25               $2,000,000.00              $590.00
===================================================================================================================
        Totals                 8,000,000                                   $2,000,000.00              $590.00
===================================================================================================================
(1)  The fee with respect to these shares has been  calculated  pursuant to Rule
     457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
     as amended, and based upon the average of the bid and asked price per share
     of the  Company's  common stock on a date within five (5) days prior to the
     date of filing of this Registration  Statement, as reported on the National
     Association of Securities Dealers, Inc. Electronic Bulletin Board.

(2)  To be issued,  at the sole discretion of the Company,  as direct shares, or
     shares  underlying  options  granted  to  and  to  be  granted,  under  the
     TeleServices Stock Option Plan (the "Plan").
REGISTRATION OF ADDITIONAL SECURITIES

         In  accordance  with General  Instruction  E of Form S-8,  TeleServices
International Group Inc. (the "Registrant") is registering  additional shares of
common stock pursuant to the  TeleServices  Stock Option Plan (the "Plan").  The
Registrant currently has an effective  registration  statement filed on Form S-8
relating  to the Plan  which  registered  securities  of the same class as those
being registered  herewith,  File No.  333-52271,  filed with the Securities and
Exchange  Commission  on May 8, 1998,  and which  prior  registration  statement
included a reoffer  prospectus.  The Registrant  incorporates  by reference into
this registration  statement the contents of its earlier registration  statement
on  Form  S-8  (Registration  No.  333-52271); provided, however, that a revised
reoffer  prospectus  is  being filed herewith, which supercedes and replaces the
earlier reoffer prospectus as of the date hereof.

         The number of shares of common stock  authorized to be issued under the
Plan  is  20,000,000.  The  prior  registration  statement  filed  on  Form  S-8
(Registration No. 333-52271) registered an initial 12,000,000  shares authorized
to be issued under the Plan. This registration statement registers the remaining
8,000,000 shares authorized to be issued under the Plan.

Exhibits.

         Exhibit Number        Description

              4.1              The  Company's  Articles  of   Incorporation,  as
                               amended,  which  define  the rights of holders of
                               the   equity   securities    being    registered.
                               (Incorporated by  reference to Exhibit 3.5 to the
                               Company's  Form  10-QSB  for  the  quarter  ended
                               March 31, 1997.)

              4.2              The  Company's  Bylaws,  as amended, which define
                               the  rights  of  holders of the equity securities
                               being  registered.  (Incorporated by reference to
                               Exhibit  3.3  to  the Company's Current Report on
                               Form 8-K dated October 17, 1996 and filed October
                               23, 1996.)

              5.7              Opinion  of  Counsel,  Futro  & Trauernicht, LLC.
                               (Filed herewith.)

              10.3             TeleServices Stock Option Plan.  (Incorporated by
                               reference  to  Exhibit  10.3   to  the  Company's
                               Registration  Statement of Form S-8, Registration
                               No. 333-52271, filed May 8, 1998.)

              23.15            Consent  of  Schumacher   &   Associates,   Inc.,
                               Certified Public Accountants. (Filed herewith.)

              23.16            Consent  of    Futro    &    Trauernicht,    LLC.
                               (Included in Exhibit 5.7.)
TELESERVICES INTERNATIONAL GROUP INC.

                             UP TO 12,214,710 SHARES
                         COMMON STOCK, $.0001 PAR VALUE

     Up to  11,694,710  shares of Common Stock may be reoffered  and resold on a
     continuous or delayed basis in the future by the Selling Security  Holders,
     each of whom are deemed or may be deemed (if  unknown to the Company at the
     date of this  Prospectus)  to be  affiliates  of the Company.  See "Selling
     Security  Holders."  The Company will not receive any of the proceeds  from
     the sale of shares by the Selling Security Holders. The Company is required
     to file reports pursuant to Section 15(d) of the Securities Exchange Act of
     1934. The Company's Common Stock is traded on the Over-the-Counter Bulletin
     Board of the National  Association  of Securities  Dealers,  Inc. under the
     trading  symbol  "TSIG." On June 23, 1998, the closing bid and asked prices
     were $.25 and $.25 per share, respectively.

               SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
                   SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
                            THE SECURITIES OFFERED HEREBY.

                                   ----------------

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
     AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION,  NOR HAS THE
     SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION
     PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
     TO THE CONTRARY IS A CRIMINAL OFFENSE.

     NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE ANY  INFORMATION OR MAKE ANY
     REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND IF GIVEN
     OR MADE,  SUCH  INFORMATION  OR  REPRESENTATION  MUST NOT BE RELIED UPON AS
     HAVING BEEN  AUTHORIZED.  THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO
     SELL OR A  SOLICITATION  OF AN OFFER  TO BUY ANY  SECURITY  OTHER  THAN THE
     SHARES OFFERED BY THIS  PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF
     AN OFFER TO BUY THE SHARES IN ANY  JURISDICTION TO ANY PERSON TO WHOM IT IS
     UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH  JURISDICTION.  NEITHER
     THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
     CIRCUMSTANCES  CREATE ANY IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE
     AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN
     IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                  THE DATE OF THIS PROSPECTUS IS JUNE 25, 1998.
AVAILABLE INFORMATION AND CERTAIN DEFINITIONS

         All  references  herein to the  "Company" or the  "Registrant"  include
TeleServices  International  Group Inc. and its  subsidiaries.  The Company is a
reporting  company subject to the  informational  requirements of the Securities
Exchange Act of 1934 (the "Exchange  Act") and, in accordance  therewith,  files
reports,  proxy  statements and other  information (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). The Company has filed
with the Securities and Exchange Commission,  450 5th Street, N.W.,  Washington,
D.C.  20549,  a  registration  statement  on Form  S-8,  of which  this  reoffer
prospectus is a part (herein, together with all amendments and exhibits thereto,
the  "Registration  Statement")  under the  Securities  Act of 1933, as amended,
regarding  the shares of the  Company  offered.  As  permitted  by the rules and
regulations  of the  Commission,  this  Prospectus  omits  certain  information,
exhibits, and undertakings contained in the Registration  Statement.  Statements
contained  in  this  Prospectus  concerning  the  provisions  of  documents  are
necessarily  summaries of such documents and each such statement is qualified in
its entirety by reference to the copy of the applicable  document filed with the
Commission.  For further information  regarding the Company and the Common Stock
offered  hereby,  reference  is hereby made to the  Registration  Statement  and
exhibits thereto. Copies of the Registration  Statement,  including the exhibits
thereto,  and the 1934 Act Filings,  can be  inspected  and copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, Washington, D.C. 20549,
at prescribed  rates. The Commission also maintains a web site on the World Wide
Web  that  contains  reports,   proxy  and  information   statements  and  other
information  regarding registrants that file electronically with the Commission,
including the Company, and the address is http://www.sec.gov.

         This Prospectus  constitutes a revised reoffer prospectus in connection
with the  reoffer  and  resale of  certain  Control  Securities  (as  defined in
Instruction C of Form S-8) issuable  pursuant to the  TeleServices  Stock Option
Plan.  This Prospectus  supercedes and replaces the earlier  reoffer  prospectus
filed with  a  registration  statement  on Form S-8, Registration No. 333-52271,
filed on May 8, 1998.

                        DISCLOSURE OF COMMISSION POSITION
                ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors,  officers and
controlling  persons of the small  business  issuer  pursuant  to the  foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

         In the event that a claim for indemnification  against such liabilities
(other than the  payment by the small  business  issuer of expenses  incurred or
paid by a director,  officer or controlling  person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy as expressed  in the Act and will  governed by the final
adjudication of such issue.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents are incorporated into this reoffer  prospectus
by reference and made a part hereof: (i) contents of the Company's  Registration
Statement on Form S-8, being filed with the  Securities and Exchange  Commission
concurrently  herewith,  of which this reoffer  prospectus  is a part;  (ii) the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, and
the  consolidated  financial  statements  and schedules of the Company  included
therein, audited by Schumacher & Associates, Inc., Certified Public Accountants,
as set forth in their report with respect  thereto;  and (iii) all other reports
filed  pursuant to Section  13(a) or 15(d) of the  Exchange Act since the end of
the fiscal year covered by the Form 10-KSB referred to above.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
the filing of any post-effective  amendment to the Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold shall be deemed to be incorporated in the
Registration  Statement and this Prospectus by reference and to be a part hereof
from the date of filing of such documents.

         Any statement contained in the Registration  Statement, in a supplement
to the Registration  Statement or in a document incorporated by reference herein
shall be deemed to be modified or  superseded  for purposes of the  Registration
Statement and this reoffer  prospectus to the extent that a statement  contained
herein or in any subsequently filed supplement to the Registration  Statement or
in any document that is subsequently  incorporated by reference  herein modifies
or supersedes such statement.  Any statement so modified or superseded shall not
be deemed,  except as so modified or  superseded,  to  constitute  a part of the
Registration Statement and this reoffer prospectus.

                                   PROSPECTUS
                                TABLE OF CONTENTS

AVAILABLE INFORMATION AND CERTAIN DEFINITIONS..................................2
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION...........................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................2
PROSPECTUS SUMMARY.............................................................4
RISK FACTORS...................................................................8
SELLING SECURITY HOLDERS......................................................11
PLAN OF DISTRIBUTION..........................................................12
DESCRIPTION OF SECURITIES TO BE REGISTERED....................................12
INTERESTS OF NAMED EXPERTS AND COUNSEL........................................12
SUMMARY INFORMATION

         The following summary  information  should be read in conjunction with,
and is qualified in its entirety  by, the  detailed  information  and  financial
statements  and  related  notes  thereto  appearing  either  elsewhere  in  this
Prospectus  or included in the Annual  Report on Form 10-KSB for the fiscal year
ended  December 31, 1997,  and any other reports filed pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Form  10-KSB,  which are  incorporated  herein by  reference.  Unless  otherwise
indicated,  all  references  in  this  Prospectus  to  the  "Company"  refer  to
TeleServices International Group Inc. and its subsidiaries.

THE COMPANY

         Overview

         The  Registrant  is an provider  of global  teleservices  to  companies
focused on selling  products  and  services  through  toll-free  numbers and the
Internet.  Services  offered by the  Registrant  include  telephone  sales/order
capturing,  customer  service and product  support,  assistance with billing and
other inquiries, as well as direct response advertising.

         The Registrant's  primary subsidiary,  Visitors Services  International
Corp. (formerly Visitors Services,  Inc.) was formed under the laws of the State
of Florida in November 1992 as a teleservices company specializing in the travel
and tourism segment,  providing automated hotel and airline reservation services
on an outsourced basis.  VSI's customers include Convention and Visitors Bureaus
("CVB"),  ski resorts,  airlines,  and golf schools. VSI provides a computerized
reservation system and incentive-motivated, multi-lingual destination counselors
who are accessible to leisure travelers via specific  toll-free  telephone lines
operating 24 hours a day, 365 days a year.

         History of the Company

         TeleServices  International  Group  Inc.  (formerly  Visitors  Services
International  Corp. and Dynasty Capital  Corporation)  (the  "Registrant",  the
"Company" or "TSIG") was a development stage enterprise formed under the laws of
the State of Florida to evaluate,  structure and complete a business combination
in the form of a merger with, or acquisition of, prospects consisting of private
companies,  partnerships or sole proprietorships.  The Registrant sold 2,500,000
units of $.0001 par value Common Stock  ("Common  Stock") at $.02 per unit,  for
total proceeds of $50,000 in a public offering which closed on June 8, 1987. The
Company was formed for the purpose of seeking potential  business  opportunities
in the  form  of  the  acquisition  of an  existing  business  that  has  profit
potential.

         Acquisition of Visitors Services International Corp. 
         (formerly Visitors Services, Inc.)

         On September  26, 1996,  Registrant  executed an Agreement  and Plan of
Reorganization   ("Agreement")  with  Visitors  Services   International  Corp.,
formerly  Visitors  Services,  Inc.  ("VSI"),  and certain  Stockholders of VSI,
pursuant to which a minimum of 80% of the issued and  outstanding  shares of VSI
were to be exchanged on a one share for one share basis for shares of restricted
stock of the Registrant,  after the Registrant  effect a 14.4 to 1 reverse stock
split of the shares outstanding before the date of the Agreement from 10,801,000
shares down to 750,093  shares (in lieu of any  fractional  shares  created as a
result of the reverse stock split,  each holder of a fractional share was issued
one additional whole share). The Closing Date of the Agreement was September 27,
1996,  when the  Registrant's  reverse  stock  split was  effected  and  certain
Stockholders  of VSI  holding  at least  80% of the  outstanding  shares  of VSI
executed the  Agreement.  The  "Exchange  Offer" was  extended to the  remaining
shareholders  of VSI, all of whom accept the offer.  The Exchange Offer was made
in accordance  with Rule 506 of Regulation D of the  Securities  Act of 1933, as
amended, or such other appropriate and available exemption(s).  By virtue of the
reorganization,  VSI became a subsidiary  of the  Registrant.  The  transactions
described in the Agreement are referred to as the "Reorganization."

         Significant Developments During Fiscal 1997

         A.  Acquisition  of  Assets  of  International   Reservation  Services,
Limited  ("IRSL").  The  Registrant,  through  a  subsidiary  corporation,  VSI,
acquired  and  took  possession  of  all the assets of International Reservation
Services,  Limited ("IRSL") on January 21,  1997,  to utilize all such assets to
operate the  former business of IRSL as the business of VSI. VSI acquired  these
assets from IRSL as a result of a bankruptcy proceeding of IRSL.

         IRSL filed a voluntary  petition for relief  under  Chapter 11 of Title
11, USC, in the United States  Bankruptcy Court - District of Connecticut,  case
number  96-51396,  on August 21, 1996.  VSI was granted  first  priority lien on
IRSL's assets, by replacing U.S. Transportation Systems, Inc. ("USTS") as senior
lender to IRSL, when VSI paid to USTS the amount of $388,737.25,  on January 20,
1997.  Pursuant  to  Section  9-505 of the  Uniform  Commercial  Code,  VSI took
possession  and title to all of IRSL's assets,  free and clear of liens,  claims
and  encumbrances on January 21, 1997 in accordance with the Court's Order dated
January 17, 1997, which Order permitted VSI to act as a "Replacement  Lender" in
the  bankruptcy  proceeding by paying the debts owed by IRSL to USTS and thereby
succeeding  to all  right,  title,  and  interest  of USTS in and to any and all
claims  against  IRSL  and any and  all  collateral  securing  such  claims  and
succeeding  to all the  rights of USTS,  including  the right to take  immediate
possession of all assets.  VSI also paid $184,000 to the Connecticut  Department
of  Development  ("DED") on January 20, 1997,  to remove the DED's secured claim
lien on IRSL assets.

         The funds paid by the Registrant in this acquisition were loaned to the
Registrant by Robert P. Gordon,  who is the Chairman and a major  shareholder of
the Registrant.

         The assets of IRSL consist primarily of equipment, account receivables,
customer  contracts and the rights to approximately  one hundred "800" telephone
numbers. The Registrant intends to utilize all such assets to operate the former
business of IRSL as the business of VSI. The  business,  which began in 1992, is
as a  destination  database  marketing  service  company,  specializing  in  the
provision of a  centralized  nationwide  lodging  reservation  service and other
travel related services.  The business acts as a "transparent"  service provider
appearing  to  customers  calling  on  dedicated  800  telephone  numbers as the
regional  tourism  agency,   hospitality  association,   or  commercial  tourism
organization  that it has  contracted  with to provide the  central  reservation
service  for.  The  business  provides  the booking  service  seven days a week,
twenty-four hours a day, and all reservation requests are responded to with live
agents.  Revenues  from the  business are derived from a booking fee paid by the
lodging  properties for completed stays. The business also books airline tickets
for travelers making lodging reservations, as well as auto rentals.

         B.  Acquisition  and  Disposition  of  GuaranTEE  Time,  Inc.  ("GTT").
The  Registrant acquired all of the outstanding capital stock of GuaranTEE Time,
Inc.  ("GTT")  on February 24, 1997,  in exchange for restricted common stock of
the Registrant.  Initially  100,000  shares  of the  Registrant  were  issued to
the selling shareholders of GTT in exchange for their 100% interest in GTT.

         GTT was founded in 1995 with the idea of providing  automated  tee-time
scheduling for daily-fee golf courses and their  customers.  The strategy was to
provide  the  courses in a given  area with a  computerized  tee-sheet  and then
connect these courses via a local network that would allow golfers to schedule a
tee-time at any participating course by calling one centralized number.

         The Registrant  disposed of  substantially  all of the assets of GTT on
October  3,  1997,  following  a sale  by GTT  (as  seller)  to  Guarantee  Time
Acquisitions, Inc., an unaffiliated third-party (the "Buyer").

         Consideration  received by the  Registrant  and GTT in the  transaction
consisted  of the  following:  $30,000 in earnest  money plus  $436,012 in cash;
Buyer's promissory note in the amount of $150,000; Buyer's assumption of certain
payments aggregating $35,000; and Buyer's assumption of certain liabilities,  up
to an aggregate of $433,000.  The  Registrant and GTT agreed not to compete with
the Buyer for a period of three years in the  business  of tee-time  reservation
services.

         In connection with the transaction,  the Registrant  granted to Buyer a
right to purchase 50,000 shares of restricted common stock of the Registrant, at
an exercise price of $1.00 per share, on or before September 30, 2000.

         As part of the original  acquisition  agreement,  the Registrant agreed
that up to an  additional  500,000  shares  of  restricted  common  stock of the
Registrant may be issued to the selling  shareholders of GTT over the next three
years if GTT's net income exceeds certain  projections over that period of time.
As a result of the sale of assets,  because the original selling shareholders of
GTT have been  precluded  from receiving  additional  shares,  the Registrant is
currently  negotiating  settlement  of this  matter  with the  original  selling
shareholders of GTT.

         Recent Changes

         Effective June 8, 1998, the Registrant acquired a 6% equity interest in
a privately-held company called Teleservices Holdings Corporation  ("Holdings"),
in exchange  for 1) the  Registrant's  waiver of any interest it may have had in
acquiring  five  companies  which  Holdings  intends  to  acquire;  and  2)  the
Registrant's  release of four persons from their  obligations  to the Registrant
under their respective employment and consulting contracts. Holdings also agreed
to change its  corporate  name to a name  dissimilar  from  "teleservices."  The
transaction was approved by the disinterested  members of the Board of Directors
of the Registrant.
The  Registrant's  interest  consists  of  600,000  shares  of Series A
Preferred  Stock of Holdings,  which  represents  approximately a 6% interest in
Holdings on a fully-diluted basis. The shares are convertible into common stock,
and have a liquidation preference of $1.57 per share, or $942,000 in total.

         As part of the  transaction,  certain  individuals  resigned from their
positions with the Registrant and its  subsidiaries:  Stephen G. McLean resigned
as a  director  and as  Chief  Executive  Officer  of  the  Registrant  and  its
subsidiaries;  Raymond P.  Wilson  resigned  as Chief  Financial  Officer of the
Registrant and its subsidiaries and as President and Chief Financial  Officer of
the Registrant's  subsidiary,  Visitors Services  International Corp.; Robert C.
Gust  resigned as a  consultant;  and Kevin N. Blayne  resigned as a consultant.
These  individuals  will join  Holdings as employees  and will  receive,  in the
aggregate, a minority equity interest in Holdings.

         Robert P. Gordon,  Chairman of the Registrant,  will temporarily assume
the  duties of Chief  Executive  Officer  and  Chief  Financial  Officer  of the
Registrant and its subsidiaries until permanent replacements are named.

         The following individuals were added to the management team:

         Alyce A.  Cucurullo,  who has served as a management  consultant to the
Company since April of 1998, will become the Company's Chief Operating  Officer.
She has an established  track record in the teleservices  sector with experience
in Call Center Operations,  Sales and Account Management,  Information  Systems,
Accounting   and  Finance,   Human   Resources  and  Purchasing  and  Facilities
Management.  Previously, Ms. Cucurullo served as Executive Vice President, Chief
Operations  Officer and Chief  Financial  Officer of IQI,  Inc.  from  1991-1997
(formerly,  Edward Blank  Associates,  Inc., the fifth largest  inbound/outbound
teleservices agency in the country). While at IQI, Ms. Cucurullo oversaw the day
to day operations,  while creating and executing an accelerated  growth strategy
that included the evaluation of potential  acquisitions,  the  re-engineering of
call center technology,  the construction and staffing of new call centers,  and
concluded with all activities  associated with the sale of the company. She also
served as the  primary  point of contact to  several of IQI's  larger  accounts,
including the largest account, AT&T.

         Catherine I. Krell,  who  has  served  as a marketing consultant to the
Company since August 1996, was named Vice President of Marketing Communications.
Ms. Krell has extensive marketing experience  in the  tourism,  hospitality  and
consumer products industries.  Her accomplishments include the repositioning and
marketing  of Los  Angeles to  increase  tourism,  the  repositioning  of Hilton
Hotels, and new product introductions for Warner Lambert,  Scott Paper Products,
and Hills Bros.  Coffee.  Ms. Krell has held senior  management  positions  with
major advertising  agencies in New York and Los Angeles,  McCann Erickson,  Inc.
and J.  Walter  Thompson.  She was  named  one of  twelve  Outstanding  Women in
Advertising  in the United  State by Adweek  magazine.  Ms. Krell headed her own
marketing consulting company, Marketing Directions, Inc.

         Timothy  J.   Heidemann  was  named  Vice   President  of  Call  Center
Operations.  He brings with him over 15 years of experience in teleservices call
center and direct  mail/direct  marketing channel  management.  Mr.  Heidemann's
track  record of  producing  optimal  performance  from call centers is a direct
result of his ability to combine  operational  expertise and strong motivational
and  leadership  skills.  Mr.  Heidemann  consulted  to AT&T's  largest  inbound
clients,  including  Continental  Airlines,  Amoco  Motor  Club,  Mead  Data and
Thompson  Vacations.  He was  responsible for managing the center review process
for these clients and presenting and implementing the resulting  recommendations
relative to  workforce  management  and  overall  call  center  performance  and
profitability.  Mr.  Heidemann's  extensive  experience  includes  telemarketing
sales,  customer service,  channel and vendor management,  as well as "hands-on"
management of AT&T's largest  consumer  acquisition  telemarketing  program from
1994-1996.

         Jeannie  L.  Lewin  was  named  Vice  President Sales. Ms. Lewin has an
extensive  hotel  sales  background  with  over eleven year of experience in the
hospitality  industry.   Ms. Lewin  joined VSI as Regional Director of Sales for
the West Coast in November 1996. She has worked with nationally recognized hotel
chains such as Hyatt Hotels & Resorts, Marriott and Hilton Hotels. Ms. Lewin has
spent  five  years with Hyatt and most recently held the position of Director of
Sales  &  Marketing at the Hyatt Regency Alicante in Anahaim, CA. Ms. Lewin also
served as Director of Sales & Marketing at the Hyatt Newporter in Newport Beach,
CA  and  as  Associate  Director  of Sales for the Hyatt Regency Hilton Head, in
South  Carolina.  Ms.  Lewin  has worked closely with many Convention & Visitors
Bureaus and Tourism Development Councils on marketing committees and advertising
campaigns.  She is a member of Professional  Conference  Management  Association
(PCMA),  Meeting  Planner  International  (MPI),  and the  American  Society  of
Association Executives (ASAE).

         Richard E. Olson was named Vice President  Account  Management/Customer
Service. Mr. Olson had joined the wholly owned subsidiary,  VSI, in July 1995 as
Vice  President  of Sales.  Prior to that,  Mr.  Olson  served as Regional  Vice
President  for  the  International   Hotel  Academy,   responsible  for  account
development and revenue growth for The Grand Wailea Resort, Hotel and Spa, Maui,
and The Biltmore  Hotel,  Los Angeles.  In this role, Mr. Olson  developed sales
strategies,  systems  and  managed  the  sales  campaign.  Mr.  Olson's  diverse
experience  includes ten years of service with Hyatt  Hotels  Corporation.  Most
recently,  he served as Director of National  Accounts in the  Washington,  D.C.
Hyatt  National  Sales  Office  where he was the top revenue  producer.  In this
capacity,  his  responsibilities  included Convention and Group Sales for all 86
domestic Hyatt properties.

THE OFFERING
Common Stock offered by the Selling Security Holders             Up to 12,214,710 Shares

   Shares of Common Stock Outstanding as of June 24, 1998           43,963,030

   Use of Proceeds                                                  The Company will not receive any
                                                                    proceeds from the sale of shares by the
                                                                    Selling Security Holders

   Over-the-Counter Bulletin Board Symbol                           TSIG
RISK FACTORS

THE  COMPANY'S  SECURITIES  INVOLVE A HIGH  DEGREE OF RISK,  INCLUDING,  BUT NOT
LIMITED  TO,  THE  FACTORS  DESCRIBED  BELOW.  AN  INVESTMENT  IN THE  COMPANY'S
SECURITIES  SHOULD BE MADE ONLY BY PERSONS WHO CAN AFFORD A LOSS OF THEIR ENTIRE
INVESTMENT.  INVESTORS  SHOULD  CONSIDER  CAREFULLY THE  FOLLOWING  RISK FACTORS
INHERENT IN AND AFFECTING THE BUSINESS OF THE COMPANY.

         No Assurance  of  Profitability;  Highly  Speculative  Investment.  The
Company has been operating at a loss since  inception,  and there is little upon
which to base an assumption that the Company's plans will either  materialize or
prove successful, and, accordingly, there can be no assurance of whether or when
operations will become profitable.

         History  of  Operating  Losses;  Working  Capital  Deficit;   Financial
Instability.  For the fiscal year ended December 31, 1997, the Company sustained
a net loss of approximately  $18,042,742.  These losses are expected to continue
for a presently  undetermined  time.  As of December 31,  1997,  the Company had
negative   stockholders'  equity  of  $5,193,925,   an  accumulated  deficit  of
$26,066,383 and a working capital deficit of $5,597,256.  As of the date hereof,
the Company has earned limited operating revenues. Various factors affecting the
Company's  operations may raise substantial doubt as to the Company's ability to
continue as a going concern.  There can be no assurance that the Company will be
able  to  continue  as a  going  concern  or  achieve  sustainable  revenues  or
profitable operations.

         Additional  Funding  Required.  The  Company's  business  will  require
substantial investment on a continuing basis to finance capital expenditures and
related  expenses  in pursuit of its  business  plan.  Furthermore,  there is no
assurance  that the  Company  will be able to generate  additional  capital on a
timely  basis  and on  satisfactory  terms  and  conditions  to meet its  future
financing  needs or to expand into  additional  markets.  In connection with the
further development of the Company's  business,  the Company anticipates that it
may need to raise additional funds through  subsequent  private placements which
will be exempt from  registration.  Any such additional  private placements will
not require prior  shareholder  approval,  and may be equity offerings of Common
Stock or Preferred  Stock  convertible  into Common Stock,  or debt offerings of
notes or  debentures  convertible  into Common  Stock.  Any  subsequent  private
placement of equity securities (i.e., stock) or debt securities convertible into
Common Stock would have the effect of  immediately  diluting the interest of the
then existing  shareholders  of the Company.  Furthermore,  the Company may also
grant registration rights to investors in subsequent private placements, if any.

         Acquisition  of Compact  Connection,  Inc. The Company has acquired the
business  and the assets of Compact  Connection,  Inc. (an  unaffiliated  Nevada
corporation), through the Company's wholly-owned subsidiary, Compact Connection,
Inc. (a Delaware  Corporation)  ("CCI"),  effective  at the close of business on
April 30, 1998,  pursuant to an Asset Purchase  Agreement  dated April 23, 1998.
Payment of the purchase price of 6,000,000 shares of Common Stock of the Company
is  contingent  on  satisfactory  completion  of a due  diligence  review by the
Company and an  independent  audit of the  financial  statements of the acquired
business.  The  acquired  assets  consist  primarily of  equipment,  distributor
contracts,  tradenames and trademarks, and goodwill. The business,  involves the
direct-music  marketing  of compact  disks and  cassettes,  through the use of a
music card, similar to a credit card or long-distance  calling card, that allows
purchasers of the card the ability to buy a specific  number of compact disks or
cassettes from over 200,000 titles,  including the music  industry's  latest top
releases, at "below-retail" prices. Orders are taken over a toll-free number and
are delivered via mail. Music cards can be purchased  directly from the business
or from authorized  distributors.  In the event that the Company's due diligence
review or the audited financial  statements prove unsatisfactory to the Company,
the Company can "unwind"  the  transaction.  There can be no assurance  that the
Company's  due  diligence  review  or the  audited  financial  statements  prove
satisfactory;  and even if the  transaction  is not  "unwound,"  there can be no
assurance  that  the  operations  of CCI will be  profitable  or  result  in any
benefits to the Company.

         Technological   Obsolescence.    The   computer   software   field   is
characterized by rapid technological developments and advances,  particularly in
the travel  industry.  Although the Company believes that its computer system is
expected to be technically  and  economically  competitive and it is anticipated
that it will not become obsolete for the foreseeable future, it is possible that
intervening development of new technology and/or new systems could render all or
part of the Company's systems obsolete.

         Current  Litigation.  The Company and its  subsidiaries  are  currently
involved  in  several  litigation  matters.  The Form  10-KSB for the year ended
December  31,  1997,  and the Form 10-QSB for the quarter  ended March 31, 1998,
both incorporated herein by reference, provide summaries of these matters. There
can be no assurance that the outcome of any litigation  will be favorable to the
Company or its subsidiaries.

         Non-Exclusivity  and  Potential  Conflicts of Interests of Officers and
Directors.  Two of the Company's  Officers and  Directors,  Robert P. Gordon and
Paul W.  Henry,  are engaged in other  activities  and  endeavors,  and thus may
devote less than full time to the Company's activities. Because the Officers and
Directors may engage in operations  independent of the Company, their activities
may conflict with those of the Company.  In dealing with any potential conflicts
which  may arise as a result  of their  outside  activities,  the  Officers  and
Directors will attempt to conduct  themselves in accordance with their fiduciary
obligations to the Company.

         Reliance on Existing  Management;  Lack of "Key-Person" Life Insurance.
The Company's operations are presently dependent on the existing management. The
loss to the Company of one or more of its existing executive officers could have
a material  adverse effect on the Company's  business and results of operations.
The Company does not currently  maintain "key person" life insurance on the life
of any of its officers, directors, employees or consultants.

         Competition. The Company may be competing with other corporations which
have greater assets,  financial resources,  research and marketing capabilities.
No  assurance  can be given that the Company will be  successful  in meeting the
competition or in developing or marketing its products and services.

         Control  by  Officers,   Directors  and  Principal  Stockholders.   The
Company's current officers and directors  beneficially own a substantial portion
of the outstanding Common Stock. Because the Company's Articles of Incorporation
do not provide for cumulative voting, the holders of such a substantial interest
may be in a  position  to elect all of the  directors  if they  choose to do so.
Accordingly,  these  persons,  individually  and as a  group,  would  be able to
effectively  control the Company and direct its affairs and business,  including
any  determination  with respect to the  acquisition or disposition of assets by
the  Company,  future  issuances  of  Common  Stock or other  securities  by the
Company,  declaration  of  dividends  on the Common  Stock,  and the election of
directors. Such concentration of ownership may also have the effect of delaying,
deferring, or preventing a change in control of the Company.

         Indemnification and Limitation of Directors'  Liability.  The Company's
Bylaws provide that the Company shall  indemnify in the manner and to the extent
permitted by law, any person (or that person's testator or intestate  successor)
made or  threatened  to be made a party to any  action  or  proceeding,  whether
domestic or foreign, civil or criminal,  judicial or administrative,  or federal
or state, by reason of the fact that the person was a director or officer of the
Company or served any other  corporation  in any  capacity at the request of the
Company.  Further, the Company has entered into agreements with several officers
and directors of the Company and its subsidiaries, and may enter into agreements
with  additional  officers and  directors,  to  indemnify  and hold such persons
harmless,  to the  maximum  extent  permitted  by law in the event any claims or
legal  actions  are  brought  against  such  person  arising  out of his acts or
decisions  done or made in the authorized  scope of such person's  employment or
position with the Company.

         The  General   Corporation  Law  of  Florida  eliminates  the  personal
liability  of its  directors  to the Company or its  stockholders  for  monetary
damages for breach of fiduciary duty of loyalty and care as a director,  unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes:  (i) a
violation of criminal law,  unless the director had reasonable  cause to believe
his  conduct  was lawful or had no  reasonable  cause to believe his conduct was
unlawful;  (ii) a transaction from which the director derived an improper person
benefit,  either  directly or  indirectly;  (iii) a  circumstance  under which a
director votes for or assents to an unlawful distribution;  (iv) in a proceeding
by or in the right of the  Company to procure a judgment  in its favor or in the
right  of a  shareholder,  conscious  disregard  for the best  interests  of the
Company,  or willful  misconduct;  or (v) in a proceeding  by or in the right of
someone other than the Company or a shareholder with,  recklessness or an act of
omission  which was  committed  in bad faith or with  malicious  purpose or in a
manner  exhibiting  wanton and  willful  disregard  of human  rights,  safety or
property.

         The Company has been advised that it is the position of the  Securities
and Exchange Commission that insofar as the foregoing  provisions may be invoked
to disclaim  liability for damages  arising under the Act, that such  provisions
are  against   public   policy  as  expressed  in  the  Act  and  are  therefore
unenforceable.

         Preferred Stock. The Company's Articles of Incorporation  authorize the
Company to issue 10,000,000 shares of Preferred Stock, $.001 par value. None are
issued as of the date of this Reoffer  Prospectus.  The  Preferred  Stock may be
divided into and issued in one or more series as may be determined by resolution
of the Board of  Directors.  The Board of Directors is  authorized,  without any
further action by the  shareholders,  to determine  dividend rates,  liquidation
preferences,  redemption provisions, sinking fund provisions, conversion rights,
voting rights, and other rights, preferences, privileges and restrictions of any
wholly unissued series of Preferred Stock and the number of shares  constituting
any such series.  In addition,  such  Preferred  Stock could have other  rights,
including  voting and  economic  rights  senior to the Common  Stock so that the
issuance of such stock  could  adversely  affect the market  value of the Common
Stock.  The creation of one or more series of Preferred  Stock also may have the
effect of delaying,  deferring or  preventing a change in control of the Company
without any action by shareholders.

         Limited Public Market for Common Stock.  The Company believes there has
been only limited trading in the Company's  Common Stock.  There is no assurance
that  the  Common  Stock  will  continue  to be  publicly  tradable  or that any
liquidity exists for the Company's shareholders.

         No Dividends on Common Stock and None  Anticipated.  The payment by the
Company of cash  dividends,  if any,  to  holders of Common  Stock in the future
rests within the  discretion  of its Board of Directors  and will depend,  among
other things,  upon the Company's  earnings,  its capital  requirements  and its
financial condition, as well as other relevant factors. The Company has not paid
or declared any cash  dividends upon its Common Stock since its inception and by
reason of its present  financial  status and its  contemplated  future financial
requirements  does not contemplate or anticipate  making any cash  distributions
upon its Common Stock in the foreseeable future.

         Future Issuances of Common Stock Pursuant to Non-Statutory Stock Option
Plans,  Non-Plan Options,  Warrants and Contingent Stock Issuances.  The Company
has in effect three separate  non-qualified stock option plans which,  combined,
initially  reserved for issuance up to 40,000,000 shares of the Company's Common
Stock, for the benefit of officers, directors,  employees and consultants of the
Company  and  its  subsidiaries.  As of the  date of  this  Reoffer  Prospectus,
approximately 18,888,449 shares of Common Stock remain reserved for issuance and
approximately 12,689,193 of these shares are currently under option. The Company
also currently has outstanding  non-plan options,  warrants and other contingent
commitments to issue an aggregate  of  approximately 21,460,693 shares of Common
Stock (this amount includes 6,000,000 shares proposed to be issued in connection
with the  acquisition  of Compact  Connection,  Inc. - see the above risk factor
captioned "Acquisition of Compact Connection,  Inc.").  Additional securities or
options to acquire  securities  of the  Company  may be issued or granted at any
time by the Board of  Directors,  in most cases  without  requiring  shareholder
approval. The issuance of additional shares will have the effect of diluting the
percentage ownership of the then existing shareholders.

         Future Sales of Common Stock by Management and Others.  Future sales of
Common Stock by management  and others may be made pursuant to and in compliance
with the provisions of Rule 144 of the  Securities  Act of 1933, as amended.  In
general,  under Rule 144, a person who has satisfied a one-year  holding  period
may, under certain circumstances, sell within any three-month period a number of
shares which does not exceed the greater of one percent of the then  outstanding
shares of Common Stock or (if  qualified)  the average  weekly trading volume in
shares during the four calendar weeks  immediately  prior to such sale. Rule 144
also  permits  under  certain  circumstances,  the sale of  shares  without  any
quantity or other  limitation by a person who is not an affiliate of the Company
and who has satisfied a two-year  holding  period.  In addition,  management and
others  have  acquired  and may  acquire  in the future  shares of Common  Stock
registered on Form S-8,  which shares may be sold,  subject to  compliance  with
state securities laws, by non-affiliates without restriction,  and by affiliates
(including management) either (i) pursuant to Rule 144 but without regard to the
holding period or (ii) pursuant to an effective reoffer prospectus filed for the
Form S-8.  Future sales of Common  Stock may have an adverse  effect on the then
prevailing  market price,  if any, of the Common Stock and adversely  affect the
Company's  ability to obtain future  financing in the capital markets as well as
create a potential market overhang.

                            SELLING SECURITY HOLDERS

         The following  table sets forth all persons  eligible to resell and the
amounts  of  securities  available  to be  resold,  if known at the date of this
Prospectus,  whether  or not they have a present  intent to do so.  Reoffer  and
resales of the following securities may be made on a continuous or delayed basis
in the future. The shares of Common Stock being registered hereunder for reoffer
and resale are defined as control securities and have been or may be acquired by
the  Selling  Security  Holders,  each of whom are deemed or may be deemed to be
affiliates of the Company, pursuant to the TeleServices Stock Option Plan.
Number and
Name and address of            Relationship with      Number of Shares     Number of Shares    Percentage of Shares
Selling Stockholder          Company within past     beneficially owned      which may be       beneficially owned
                                  three years       before the offering   offered for resale      after offering
-------------------          -------------------    -------------------   ------------------   --------------------
Robert P. Gordon                      (1)                 12,399,969            7,520,000 (2)          4,879,969
Suite 1000                                                                                                (8.69%)
100 Second Ave. South
St. Petersburg, FL 33701

Persons unknown to the                --                      --                4,694,710                   --
Company (3)                                                                                               

---------------------
(1)    Robert P.  Gordon,  47, has served as the  Chairman and a Director of the
       Registrant  since September 26, 1996. Mr. Gordon founded the Registrant's
       subsidiary, VSI, in 1992.

(2)    Mr.  Gordon  individually owns 2,929,352 shares of the  Company's  Common
       Stock,  Elizabeth K. Gordon, his wife,  individually owns 1,409,857,  and
       they jointly own 698,750  shares.  Also included are 362,010 shares owned
       by Heaven  International,  Inc., which is controlled by Robert P. Gordon.
       On December 8, 1997, Mr. Gordon was granted a total of 7,000,000  options
       to purchase common stock under the Plan,  exercisable at $0.15 per share,
       expiring on December 31, 2002. The shares  underlying  these options were
registered for reoffer and resale pursuant to a reoffer  prospectus filed
       in conjunction with a  Form  S-8  Registration   Statement  (Registration
       No.  333-52271)  filed  on  May  8,  1998,  which  registered  12,000,000
       shares  issuable  under  the Plan.  All such options have been  exercised
       and  6,480,000  underlying shares have been sold  pursuant to the earlier
       reoffer  prospectus  by  Mr.  Gordon.  The  remaining  520,000 shares are
       included in this reoffer prospectus for possible reoffer and resale.

       On April 20, 1998, Mr. Gordon was granted an additional 7,000,000 options
       to purchase common stock under the Plan,  exercisable at $0.15 per share,
       expiring  on April 30,  2003.  The  shares  underlying  these  additional
       options are being  registered  hereunder for possible reoffer and resale,
       which may be made on a continuing or delayed basis in the future.  At the
       date of this  Prospectus,  Mr.  Gordon  has not  exercised  any of  these
       additional options.

(3)    As the names of any other  Selling  Security  Holders  and the amounts of
       securities to be reoffered  become known,  the Registrant will supplement
       this Prospectus with such information.

                              PLAN OF DISTRIBUTION

         Up to 11,694,710  of the shares of Common Stock  offered  hereby may be
sold by the Selling Security  Holders,  and may be offered  privately or through
the selling efforts of brokers or dealers unknown to the Registrant.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

         The  Company's  Articles  of  Incorporation,  as  amended,  included in
Exhibit 3.5 to the  Company's  Form 10-QSB for the quarter ended March 31, 1997,
and the Company's Bylaws,  as amended,  included in Exhibit 3.3 to the Company's
Current Report on Form 8-K dated October 17, 1996,  define the rights of holders
of the Common Stock being registered.  The securities to be registered hereunder
for reoffer and resale by the  Selling  Security  Holders are of the same class.
The Selling  Security  Holders  have or will  acquire the shares of Common Stock
pursuant to one of the Company's  employee's  and  consultant's  benefit  plans,
entitled the  "TeleServices  Stock Option  Plan," as may be amended from time to
time (the "Plan").  The shares to be issued  pursuant to the Plan and the shares
underlying  any  grant  of  option  thereunder  have  been  registered  with the
Securities and Exchange  Commission  under a Registration  Statement on Form S-8
(Registration No.  333-52271) filed on May 8, 1998, which registered  12,000,000
shares for issuance under the Plan, which contained a reoffer prospectus,  and a
subsequent  Registration  Statement on Form S-8 which  registered  an additional
8,000,000  shares for issuance  under the Plan,  of which this  revised  reoffer
prospectus is a part.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Futro & Trauernicht, LLC, Attorneys and Counselors at Law (the "Firm"),
has acted as counsel to the Company and has given its opinion as to the validity
of the securities  registered with the Registration  Statement hereunder,  which
opinion appears at Exhibit 5.7 thereto. The Firm, or members of the Firm, may in
the future be issued shares or options to purchase  shares pursuant to the Plan,
which shares of Common Stock may be  restricted  or  registered  pursuant to the
Registration Statement.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement or amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of St. Petersburg,  State of Florida,  on the 25th
day of June, 1998.

                                     TELESERVICES INTERNATIONAL GROUP INC.

                                     By: /s/ Robert P. Gordon
                                         ---------------------------------
                                         Robert P. Gordon, Chairman

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

                                     By: /s/ Robert P. Gordon
                                         --------------------------------
                                         Robert P. Gordon, Chairman,
                                         Interim Chief Financial
                                         Officer (principal accounting
                                         officer), Director

                                     Dated:  June 25, 1998

                                     By: /s/ Paul W. Henry
                                         --------------------------------
                                         Paul W. Henry, Secretary,
                                         Treasurer, Director

                                     Dated:  June 25, 1998
EXHIBIT INDEX

         Exhibit Number        Description
         --------------        -----------

              4.1              The  Company's  Articles  of   Incorporation,  as
                               amended,  which  define  the rights of holders of
                               the   equity    securities    being   registered.
                               (Incorporated by reference to Exhibit 3.5  to the
                               Company's  Form  10-QSB  for  the  quarter  ended
                               March 31, 1997.)

              4.2              The Company's Bylaws,  as amended,  which  define
                               the rights of holders of  the  equity  securities
                               being  registered.  (Incorporated by reference to
                               Exhibit 3.3 to the  Company's  Current  Report on
                               Form 8-K dated October 17, 1996 and filed October
                               23, 1996.)

              5.7              Opinion  of  Counsel,  Futro  & Trauernicht, LLC.
                               (Filed herewith.)

              10.3             TeleServices Stock Option Plan.  (Incorporated by
                               reference  to  Exhibit  10.3  to  the   Company's
                               Registration  Statement of Form S-8, Registration
                               No. 333-52271, filed May 8, 1998.)

              23.15            Consent   of   Schumacher   &  Associates,  Inc.,
                               Certified  Public  Accountants. (Filed herewith.)

              23.16            Consent of Futro & Trauernicht, LLC. (Included in
                               Exhibit 5.7.)