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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 33-99998
CUSIP NUMBER
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K
/x/ Form 10-Q / / Form N-SAR
For Period Ended: January 31, 1997
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Group Long Distance, Inc.
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Full Name of Registrant
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Former Name if Applicable
1451 West Cypress Creek Road, Suite 200
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Address of Principal Executive Office (Street and Number)
Fort Lauderdale, FL 33309
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
/ / (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Due to unforeseen circumstances, the Registrant's accountants were unable to
obtain the Registrant's financial statements in time for a timely review of such
financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Sam Hitner (954) 771-9696
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). /X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
It is anticipated that a significant change in results of operations from
the last fiscal year will be reflected by the earnings statements to be
included in the subject report. Such change is anticipated to reflect
increased revenues as well as increased selling, general and administrative
expenses resulting primarily from the Registrant's acquisition during the
last period of all of the outstanding common stock of Adventures-in-Telecom,
Inc. ("AIT"). Such acquisition, previously noted, provided the Registrant
with a significantly increased customer base and monthly revenues. The
change in the Registrant's results of operations is also expected to reflect
decreased earnings, largely attributable to an increase in depreciation and
amortization expense, which is primarily a result of the Registrant's change
in the estimated rate of attrition of the AIT customer base due to
significant customer attrition. In view of the additional time required by
the Registrant to provide certain information required in such subject
report, including information pertaining to results of operations of the
Registrant, a reasonable quantitative estimate of such results cannot be
made at this time.
Group Long Distance, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 18, 1997 By /s/ Gerald M. Dunne, Jr.
