SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 21, 1998
GS TELECOM LIMITED.
(Exact name of registrant as specified in its charter)
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
(Former name of registrant)
Colorado 0-13313 36-3296861
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 303-422-8127
P.O. Box 4197, Englewood, CO 80155-4197
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
None.
Item 5. Other Events
Business Description
GS Telecom Limited, (the "Company"), designs and markets
proven hi-tech, low cost, energy saving and home management
systems.
The Company owns 100% of Guardian Smart Systems Limited,
which was formed in August 1996 to develop low cost home
management systems, and 50% of Associated Power Industries
Limited ("API") which it acquired on August 31, 1997. API is a
new company which was formed to facilitate the acquisition of the
business of Total Energy Control Systems from the original
proprietors, a partnership. The company holds options to acquire
the remaining 50% of API which can be exercised as to 12.5% from
August 1998 and the balance 12 months later, the exercise price
being based upon a price earnings ratio of 7 times. API does
business as Total Energy Controls ("TEC"). Its systems are
unique, environmentally friendly, energy saving systems, which
have been developed over a period of nearly 20 years. They can
reduce central heating energy usage and cost and CO2 emissions by
25% or more (a high of 51% has been recorded). The efficacy of
the TEC systems is supported by a study currently being completed
by Glasgow and Glamorgan Universities. There are 14.5 million
homes and about 2 million commercial operations with gas or oil
fired central heating systems in the UK alone. The Company
estimates that in the western world there are over 200 million
such systems. There are over 15,000 systems in use, many of them
with blue chip companies who have provided letters of
satisfaction. TEC systems are equipped to manage the smallest
domestic boiler up to the very largest of commercial boilers and
warm air systems.
Although many systems have been sold, sales were mainly
through dealers and the original proprietors did not benefit
materially from these sales and they lacked the financial and
other resources necessary to develop the business on their own.
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The acquisition by the company has enabled API to commence
marketing its commercial and domestic systems in the last quarter
of 1997 and it believes that the sales will reach satisfactory
levels by the end of 1998.
Guardian Smart Systems Limited ("GSS") supplies home
management systems which provide the home with low cost,
monitored security and care, plus efficiency and economy.
Markets which at present are being serviced by more expensive
systems. These systems include the domestic version of the Total
Energy Control systems which adds an element to the smart home
management system which no one else offers, further reducing the
cost to the consumer. GSS will start marketing its systems in
February 1998.
With these products the company plans to market low cost,
computerized, environmentally friendly energy saving and home
management systems. There is an ever increasing demand in the
United States for such products and systems as reflected in
recent articles in American trade journals.
Conversion of Note to Equity
On January 20, 1998, the holders of a $150,000 promissory
note elected to convert said note into 15,000,000 shares of
common stock pursuant to the conversion option contained in the
note at $.01 per share. The Board has instructed the issuance of
the 15 million shares of stock to the holders of the note.
Item 6. Resignation of Directors
As of January 20, 1998, Robert Kropf resigned as President.
David Innes was appointed to serve as President.
Item 7. Financial Statements Pro Forma Financial & Exhibits
None.
Signatures
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: January 21, 1998 GS TELECOM LIMITED
By:/s/ David Innes
President
