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: September 30, 1995

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



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



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

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

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 September 30, 1995,  there were  41,733,000  outstanding  shares of common
stock, par value $.0001 outstanding.



<PAGE>



PART 1. FINANCIAL INFORMATION

     ITEM 1. Financial Statements

TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Condensed Consolidated Balance Sheet

                                                       September 30,
                                                           1995        June 30,
                                                        (Unaudited)      1995
--------------------------------------------------------------------------------
ASSETS

CURRENT ASSETS
 Cash                                                     $ 2,586      $ 47,671
 Accounts receivable                                        2,840        39,963
 Note receivable from related party                          --          30,500
 Inventories                                               32,943        50,000
 Prepaid expenses                                             139         2,950
--------------------------------------------------------------------------------

  Total current assets                                   $ 38,508      $171,084
================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Note payable to financial institution                   $ 22,349      $138,382
 Accounts payable                                         148,421       144,347
 Accrued expenses                                            --          16,490
--------------------------------------------------------------------------------
  Total current liabilities                               170,770       299,219
--------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, stated value $.001
  per share; authorized
  100,000,000 shares; issued and
   outstanding:41,733,000                                 41,733         41,733
 Additional paid-in capital                              925,124        925,124
 Accumulated deficit                                  (1,099,119)    (1,094,992)
  Total stockholders' (deficit)                         (132,262)      (128,135)

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

                                                        $ 38,508       $171,084
================================================================================




             The accompanying notes are considered an integral part
                           these financial statements


<PAGE>



TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Condensed Consolidated Statement of Operations
(Unaudited)

                                                        Three Months Ended
                                                          September 30,
                                                 ------------------------------
                                                      1995            1994
--------------------------------------------------------------------------------
NET SALES                                        $     14,326      $    149,480

COST OF SALES                                          11,701           105,222
--------------------------------------------------------------------------------

GROSS PROFIT                                            2,625            44,258

SELLING, GENERAL AND ADMINISTRATIVE                    11,532           101,843
--------------------------------------------------------------------------------

OPERATING LOSS                                         (8,907)          (57,585)

OTHER INCOME (EXPENSE)                                  4,780            (2,715)
--------------------------------------------------------------------------------

NET LOSS                                         $     (4,127)     $    (60,300)
--------------------------------------------------------------------------------



NET LOSS PER SHARE                               $       --        $       --
--------------------------------------------------------------------------------

WEIGHTED AVERAGE SHARES OUTSTANDING                41,733,000        41,733,000
--------------------------------------------------------------------------------





<PAGE>



TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Consolidated Statement of Cash Flows
(Unaudited)


                                                           Three Months Ended
                                                             September 30,
                                                          1995         1994
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                               $(4,127)   $ (60,300)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
   Depreciation and amortization                           --          1,311
  Changes in operating assets and liabilities:
   Accounts receivable                                   37,123       16,245
   Inventories                                           17,057       20,196
   Prepaid expenses                                       2,811       15,864
   Payable and receivable, affiliates                    30,500         (860)
   Accounts payable and accrued liabilities             (12,416)      29,440
   Other                                                   --        (17,682)
--------------------------------------------------------------------------------

                                                         70,948        4,214
--------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Principal payments to financial institution           (116,033)      (3,058)
--------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                         (45,085)       1,156

CASH - BEGINNING OF PERIOD                               47,671       18,395
--------------------------------------------------------------------------------

CASH - END OF PERIOD                                  $   2,586    $  19,551
--------------------------------------------------------------------------------



SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION

  Cash paid for interest                              $    --      $   2,716

  Inventory received as part of vendor
   settlement agreement                                    --          4,967




<PAGE>



TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                                       
                                         Common Stock       Additional
                                     ---------------------    Paid-in          Accumulated
                                    Shares           Amount   Capital           Deficit          Total
---------------------------------------------------------------------------------------------------------

<S>            <C>                <C>               <C>       <C>             <C>              <C>       
Balances, July 1, 1995            41,733,000        $41,733   $925,124        $(1,094,992)     $(128,135)

Net loss (unaudited)                     --             --        --              (4,127)        (4,127)
---------------------------------------------------------------------------------------------------------

Balances, September 30, 1995
(unaudited)                        41,733,000       $41,733   $925,124         $(1,099,119)    $(132,262)
=========================================================================================================
</TABLE>


TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note A - General

Teleconferencing Systems International, Inc. (the "Company") was incorporated in
Colorado on December 19,  1983.  Activities  of the Company  since June 30, 1995
have  been  primarily   liquidation  of  operating   assets  and  settlement  of
obligations  to creditors  and  employees as  previously  reported in its Annual
Report filed on Form 10-KSB for the year ended June 30, 1995.

The accompanying  unaudited condensed financial statements have been prepared in
accordance  with the  instructions  to Form 10-QSB and do not include all of the
information and notes required by generally accepted  accounting  principles for
complete  financial  statements.  In the  opinion of  management,  all  material
adjustments,   consisting  of  only  normal  recurring  adjustments   considered
necessary for a fair presentation,  have been included.  These statements should
be read in conjunction with the financial  statements and notes thereto included
in the Company's Form 10-KSB for the year ended June 30, 1995.

The results of operations  for the three months ended  September  30, 1995,  are
note necessarily indicative of the results for the remainder of fiscal 1996.

Note B - Earnings (Loss) Per Share

Earnings  (loss)  per share of  common  stock are  computed  using the  weighted
average number of shares outstanding during each period.





<PAGE>



ITEM 2.

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

Results of Operations
---------------------

     The Company's active  operations had ceased on June 30, 1995,  however some
minimal  activity  continued in collecting  accounts  receivable and making some
creditors payments.

     For the quarter  ended  September  30,  1995,  the Company had net sales of
$14,326  with a cost of sales of $11,701,  and gross  profit of $2,625.  For the
same  period  in  1994,  the net  sales  were  $149,480  with a cost of sales of
$105,222 for a gross profit of $44,258.

     In quarter  ended  September  30,  1995,  the Company  incurred  $11,532 in
general  and  administrative  for an  operating  loss of  ($8,902).  The Company
received  $4,780 in other income which  reduced the net loss to ($4,127) for the
period.  The  operating  results  for the same  period in 1994 were  $101,843 in
selling,  general, and administrative  expenses which produced an operating loss
of ($57,585).  An additional ($2,715) expense,  when combined with the operating
loss totalled a net loss of ($60,300) for the September 30, 1994 quarter.

Liquidity and Capital Resources

     The Company had nominal cash capital at the end of the period.  The Company
will be  forced  to  either  borrow  against  or  sell  assets  or make  private
placements of stock in order to fund any operations.  No assurance  exists as to
the ability to make private placements of stock.

PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings - None.
Item 2.  Changes in securities - None.
Item 3.  Defaults upon senior securities - None.
Item 4.  Submission of matters to a vote of security holders - None.
Item 5.  Other information - None.
Item 6.  Exhibits and reports on Form 8-K

          (a)  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.

          (b)  Reports on Form 8-K filed during the three months ended September
               30, 1995. (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 of the
undersigned thereunto duly authorized.

Dated: August 28, 1997

                                    TELECONFERENCING SYSTEMS INTERNATIONAL, INC.



                                    by: /s/ Keith Shwayder
                                        ----------------------------------------
                                            President