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: February 24, 2001

                                TELESOFT CORP.
            (Exact name of Registrant as specified in its charter)


        Arizona                                                     86-0431009
(State  or  other  jurisdiction of             (I.R.S. Employer Identification
No.)
 incorporation  or  organization)



             3343 N Central Avenue #1800, Phoenix, Arizona  85012
                   (Address of principal executive offices)


                                (602) 308-2100
               (Issuer's telephone number, including area code)



(Former  name,  former  address  and former fiscal year, if changed since last
report)






Item  4.        Changes  in  Registrant's  Certifying  Accountants


On  February 14, 2001, the Registrant, acting on the direction and approval of
its  Board  of  Directors, informed BDO Seidman, L.L.P., that it was selecting
another  independent  accountant  in  order  to  reduce  costs.

BDO Seidman, L.L.P.'s reports on the Registrant's financial statements for the
years  ended November 30, 1998 and 1999, did not contain an adverse opinion or
a  disclaimer of opinion and were not qualified or modified as to uncertainty,
audit  scope,  or  principles.   There were no disagreements with BDO Seidman,
L.L.P.  on  any  matter  of  accounting  principles  or  practices,  financial
statement  disclosure,  or  auditing  scope  or procedure through BDO Seidman,
L.L.P.'s  issuance  of  their  report  in  connection  with their audit of the
Registrant's  financial  statements  for the years ended November 30, 1998 and
1999  and  for  any  subsequent  period.

On  February  14, 2001, the Registrant selected Semple & Cooper, L.L.C. as its
new  independent  accountants.    The  Company  did  not consult with Semple &
Cooper,  L.L.C.  on any accounting matter prior to its appointment as auditors
of  the  Company.

Item  7.    Exhibits

    16  -  Letter  from  BDO  Seidman,  L.L.P  regarding  change of certifying
independent  accountants.

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  hereunto  duly  authorized.


Telesoft  Corp.


/s/ Michael F. Zerbib


Michael  F.  Zerbib
President
Date:    February  24,  2001