SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                 For the quarterly period ended: March 31, 1999

                               GS TELECOM LIMITED
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)


                  TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
                ------------------------------------------------
                                  (Former name)

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



First Floor, Hampton House, 20 Albert Embankment London SE1 7TJ
---------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code  44-171-587 3687

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                Yes  X        No
                                   -----         -----

As of March 31, 1999 there were 17,049,414 shares of common stock, no par value,
outstanding.


<PAGE>

<TABLE>
<CAPTION>

GS TELECOM LIMITED
                                                                               Unaudited
Condensed Consolidated Balance Sheet                                            March 31               June 30
                                                                                 1999                  1998
<S>                                                                            <C>                     <C>
                                                                                  $                    $
ASSETS

CURRENT ASSETS
Cash                                                                                    5,126                  (1378)
Accounts Receivable                                                                     7,329                  3,938
Prepaid Value Added Tax                                                                18,525                 16,309
                                                                          ===========================================
              Total Current Assets                                                     30,980                 18,869
                                                                          ===========================================

PROPERTY AND EQUIPMENT
       less accumulated depreciation of $881                                            1,500                      0

                                                                          ===========================================
              Total Assets                                                              32480                  18869
                                                                          ===========================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                                   $                    $
CURRENT LIABILITIES
Convertible and demand notes payable                                                  588,900                588,900
Accounts payable                                                                      655,326                695,519
Payable to Affilliates and Related Parties                                            298,344                288,048
Accrued interest payable                                                               73,767                 23,712
                                                                          -------------------------------------------
              Total current liabilities                                             1,616,337              1,596,179
                                                                          -------------------------------------------


STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value per share;
Authorized 100,000,000 shares;
17,056,414 and 16,828,414 issued                                                    1,380,357              1,137,357
  and outstanding respectively
Accumulated deficit                                                                (2,995,599)            (2,720,177)
Foreign currency translation adjustments                                               31,385                  5,510

                                                                          -------------------------------------------
Total stockholders' (deficit)                                                     $(1,583,857)           $(1,577,310)
                                                                          -------------------------------------------

                                                                          ===========================================
Total Liabilities and Stockholders Equity (Deficit)                                     32480                  18869
                                                                          ===========================================

</TABLE>


See Accompanying Notes

<PAGE>

<TABLE>
<CAPTION>

<S>                                                   <C>                   <C>                  <C>                  <C>
GS TELECOM LIMITED                                    Unaudited                                  Unaudited
Condensed Consolidated Statement of Operations               Three months ended                          Nine months ended
                                                      March 31, 1999        March 31, 1998       March 31, 1999       March 31, 1998
                                                       $                    $                     $                   $
Net Sales                                                    0                 37,237                                    65714

Cost of Sales                                                0                 (8,068)                                   26840

                                                  ----------------------------------------------------------------------------------
              Gross Income (Loss)                            0                 29,169                   0               38,874
                                                  ----------------------------------------------------------------------------------

Selling, General and Administrative Expenses          (141,517)              (384,688)           (275,422)              633052

                                                  ----------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS                       (141,517)              (355,519)           (275,422)            (594,178)
                                                  ----------------------------------------------------------------------------------


                                                  ==================================================================================
NET INCOME (LOSS)                                   $ (141,517)            $ (355,519)         $ (275,422)          $ (594,178)
                                                  ==================================================================================

                                                  ==================================================================================
BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE:           (.01)                  (.02)               (.02)                (.07)
                                                  ==================================================================================

WEIGHTED AVERAGE SHARES OUTSTANDING                 16,854,234             16,828,220          16,866,706            8,492,818
                                                  ==================================================================================


</TABLE>


See Accompanying Notes


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                             <C>                   <C>
GS TELECOM LIMITED
Condensed Consolidated Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES                                            Unaudited
                                                                                      Nine months ended
                                                                                March 31, 1999        March 31, 1998
                                                                                   $                    $
Net income (loss)                                                                    (275,422)              (594,178)

PROVIDED BY OPERATING ACTIVITIES
Common Stock Issued for Services                                                       20,500
Depreciation and amortization                                                             881                 12,064
Changes in Operating Assets and Liabilities
              Receivables                                                              (3,391)                30,039
              Inventories                                                             (26,902)
              Prepaid and Other Assets                                                 (2,216)                 7,958
              Accounts Payable                                                        (40,193)               (78,713)
              Accrued Interest Payable                                                 50,055                 14,523
              Other                                                                       857
                                                                          ===========================================
Net Cash Flows from (used for) operating activities                                  (270,286)              (613,852)
                                                                          ===========================================

CASH FLOWS FROM INVESTING ACTIVITIES
              Purchase of Equipment                                                    (2,381)                (7,905)
              Purchase of Intangibles                                                    (188)
                                                                          ===========================================
              Net Cash Flows (used for) investing activities                           (2,381)                (8,093)
                                                                          ===========================================

CASH FLOWS FROM FINANCING ACTIVITIES
              Cash of Subsidiary at date of acquisition                                36,173
              Advances from (repaid to) affiliates and related parties                 10,296                134,083
              Issuance of Convertible and other notes payable                                                587,860
              Issuance of shares for cash                                             243,000
                                                                          ===========================================
              Net Cash Flows (used for) financing activities                          253,296                758,116
                                                                          ===========================================

                                                                          ===========================================
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                25,875
                                                                          ===========================================

NET INCREASE (DECREASE) IN CASH                                                         6,504                136,171

CASH AT BEGINNING OF PERIOD                                                            (1,378)                   204

                                                                          ===========================================
CASH AT PERIOD END                                                                       5126                 136375
                                                                          ===========================================


</TABLE>


See Accompanying Notes


<PAGE>

<TABLE>
<CAPTION>

  Unaudited
GS TELECOM LIMITED
Condensed Consolidated Statement
of Changes in Stockholder's Equity (Deficit)
<S>                                          <C>              <C>               <C>
                                                Common Stock                    Accumulated
                                             Shares           Amount            Deficit

Balance at July 1, 1998                       16,828,414          1,137,357       ($2,720,177)

Stock issued for cash                            228,000           243,000
Net Loss for period to date                                                          (275,422)

                                        ------------------------------------------------------
Balances, March 31, 1999                      17,056,414          1,380,357       ($2,995,599)
                                        ------------------------------------------------------

</TABLE>


See Accompanying Notes


<PAGE>

GS TELECOM LIMITED
Notes to Condensed Consolidated Financial Statements
at March 31, 1999
(Unaudited)

Note A - Organization and Business

Organization and Nature of Business

GS Telecom Limited formerly Teleconferencing Systems International, Inc.
(the "Company") was incorporated in Colorado on December 19, 1983.

Activities  of the  Company  from June 30,  1995 until  November  15,  1997 were
primarily  liquidation of operating  assets and  settlement of obligations  owed
creditors  and  employees as  previously  reported.  On November  15, 1997,  the
Company acquired an Isle of Man Company,  also named GS Telecom Limited,  (later
changed to GST  Limited  ("GST") by  issuance  of a  $150,000  convertible  note
payable.

GST, the acquired subsidiary, had net liabilities of $544,268. The $150,000 note
payable was  subsequently  converted into 14,500,000  shares of common stock and
issued to the acquired company stockholders.

The assets of the GST  subsidiary,  included two wholly owned  subsidiaries  and
Associated Power Industries Limited ("API"),  an UK designer and manufacturer of
energy  savings  systems.  GST owns 50% of API with an  option  to  acquire  the
remaining 50% ownership  interest for three years.  All operations of the wholly
owned subsidiaries were effectively ceased on June 30, 1998.

At the date of this  report  there  remains  the  obligation  to  discharge  the
accounts   payable  and  other   payables  of  GST  and  the  two  wholly  owned
subsidiaries,  which it is planned,  will be done  through  funds  raised by new
share subscriptions.

Subsequent Events

Agreements with other parties for the acquisition of technology for the software
related business  sectors were quarter end being  finalized.  After quarter end,
several  contracts  were  completed  which are  disclosed  in an 8-K being filed
concurrently herewith.

Note B - Basic Earnings (Loss) Per Share

Basic earnings  (loss) per share of common stock are computed using the weighted
average number of shares  outstanding  during each period. All share information
and per share data have been retroactively restated for all periods presented to
reflect reverse stock splits.

<PAGE>


ITEM 2.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

Results of  Operations  for the three month period ended March 31, 1999 compared
to same period ended March 31, 1998

As a result of the  discontinuance of trading  operations in the UK, the Company
had no sales revenues and no gross profits. For the same period in 1998, the net
sales were $37,237 with a gross profit of $29,169.

In quarter  ended March 31,  1999,  the Company  incurred  selling,  general and
administrative   expenses  of  $141,517   resulting  in  an  operating  loss  of
($141,517).

For the same  period in 1998 the company  incurred  $384,688 of such costs which
resulted in an operating loss of ($355,519).

The Company lost ($.01) per share in the three month  period  compared to a loss
of ($0.02) per share in the same period in 1998.

Results of Operations for the nine month period ended March 31, 1999 compared to
same period ended March 31, 1998

As a result of the  discontinuance of trading  operations in the UK, the Company
had no sales revenues and no gross profits. For the same period in 1998, the net
sales were $65,714 with a gross profit of $26,840.

For the nine months ended March 31, 1999, the Company incurred selling,  general
and  administrative  expenses  of $275,422  resulting  in an  operating  loss of
($275,422).  For the same period in 1998 the company  incurred  $633,052 of such
costs which resulted in an operating loss of ($594,178).

The Company lost ($.02) per share in the nine month period compared to a loss of
($0.07) per share in the same period in 1998.

Liquidity and Capital Resources

At period end,  the Company had $5,126 cash capital and current and total assets
of $28,980.  The Company had $1,616,337 in current liabilities at period end. In
light of the deficit  ($1,587,357) in current assets and operating capital,  the
Company will be forced to either  borrow  against or sell assets or make private
placements of stock or debt in order to fund  continued  operations and its debt
repayment  program,  as above.  No  assurance  exists as to the  ability to make
private placements of stock or borrow funds.


<PAGE>


PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings - A lawsuit was filed by GST Telecommunications,  Inc.
alleging  trademark  infringement  against the Company.  The Case was settled by
stipulation to include a disclaimer in all published materials.

Item 2.  Changes in securities - None.

Item 3.

Item 4. Submission of matters to a vote of security holders - None.

Item 5. Other  information  - In  September  1998,  the Company  entered  into a
contract  (amended  on  December  16,  1998 and  finalized  on April 1, 1999) to
acquire from Masstech Inc., for common stock of the Company,  all of its assets,
consisting  of  significant  Intellectual  Property  Rights  resulting  from the
creation  of special  effects in  certain  special  effects  movie  studios.  In
addition,  a 15%  ownership was acquired by the Company in Manex  Studios,  LLC,
Manex Visual Effects, LLC, Manex Entertainment, LLC, and Mass Illusion, LLC.

The  number  of shares to be  issued  was  agreed on April 1, 1999  which is the
effective date of issue.

Since  that  date a wholly  owned  Company  in  California,  Universal  Syntropy
Corporation  is  being  used to  commercialise  and  develop  the IPR  into  its
constituent  commercial parts including Procedural  Animation,  Motion Analysis,
Reality  Capture,  Digital  Film  Applications,  Digital  Image  Processing  and
Compositing  and Media Asset  management.  Mr Roger Davis is the Chief Executive
Officer and Mr Michael van Himbergen the Chief Operations Officer. Both have now
been appointed as Advisory Board members of GS Telecom Limited.

Item 6.  Exhibits and Reports on Form 8 - K



<PAGE>


                  The following are filed as Exhibits to this Quarterly  Report.
The numbers refer to the Exhibit Table of item 601 of regulation S-K:
                      None



<PAGE>


                  Reports on Form 8-K filed during the three months ended  March
31, 1999 (incorporated by reference):  None


<PAGE>


                                   Signatures


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Dated: May 6, 1999


GS Telecom Limited

/s/ Gary Botha
--------------------------
Gary Botha, Director