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 (Date of Earliest Event Reported): April 7, 1997


                           TAL Wireless Networks, Inc.
             (Exact Name of Registrant as Specified in its Charter)



                  Delaware            0-26110               13-3768554
(State or Other Jurisdiction of     (Commission           (I.R.S. Employer
Incorporation or Organization)      File Number)          Identification Number)




            930 East Arques Avenue                    94086-4552
      (Address of Principal Executive Offices)        (Zip Code)


       Registrant's telephone number, including area code: (408) 523-8000




                          American Phoenix Group, Inc.
          (Former Name or Former Address if Changed Since Last Report)








Item 5.           Other Events

         Golden  Insurance  Company  ("Golden Eagle") has filed suit against TAL
Wireless  Networks,  Inc.  ("Registrant") in five separate but related lawsuits.
The suits were filed in Superior  Court of  California in Orange County on April
7, 1997 and claim damages aggregating  approximately $12.5 million plus interest
and costs. The complaints were served on Registrant on May 21, 1997.

         The suits  also name ECI  Construction  Services,  Inc.  ("ECI CS") and
Environmental  Control Industries,  both former subsidiaries of American Phoenix
Group,  Inc.,  Registrant's  predecessor  by merger  ("APG"),  and APG's  former
officers and directors and controlling shareholders,  Kurt Zimmerman  and Daniel
D. Doud.

         Golden  Eagle  seeks  reimbursement  of losses  allegedly  incurred  in
connection with certain construction  projects it purportedly  completed.  These
projects were commenced in the early 1990's by ECI CS and Environmental  Control
Industries, which entities ceased operations a number of years ago.

         Registrant is evaluating the claims and is in serious  discussions with
Golden Eagle regarding a possible settlement.  Registrant may require additional
capital to fund any settlement.

         The Company's  principal operating  subsidiary,  Tetherless Access Asia
Limited,  an Australian entity engaged in providing wireless data communications
services to customers  who are located  primarily in developing  economies,  was
acquired by Registrant in November 1996. As a result, the lawsuits are unrelated
to Registrant's current business and operations.




                                        2








                                    SIGNATURE



         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, thereto duly authorized.



Date: June 9, 1997



                                                    TAL WIRELESS NETWORKS, INC.


                                                    By: /s/
                                                        Richard Redett, Chairman